Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless ▇▇▇▇▇▇▇▇▇ agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter Principal have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentbeen paid; orand (e) any other circumstance (includingGuarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, without limitationamendment, any statute of limitations) supplement, extension, agreement or any existence stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; Beneficiary's waiver of or reliance on failure to enforce any representation by Collateral Agent of the terms, covenants or conditions contained in the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Agreement; Any release of Principal or any other guarantor or surety. This Guaranty shall continue from any liability with respect to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.portion thereof;

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are is independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders any Lender with respect thereto. The obligations of Guarantor the Company under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement, any Note or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any Borrower under or in respect of this Agreement and the Notes, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Agent or any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Company guarantees that payment of the Guaranteed Obligations will be paid strictly in accordance with the terms of the this Agreement and any Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders any Lender with respect thereto. The obligations of Guarantor the Company under or in respect of this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any other Borrower under or in respect of this Agreement and any Notes, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any other collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and any Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Lender to disclose to the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower now or hereafter known to the Agent or such Lender (the Company waiving any duty on the part of the Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Agent or any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation other Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of Guarantor the Company under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Company to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Sprint Capital or whether Parent or any other guarantor Sprint Capital is joined in any such action or actions. The liability of Guarantor the Company under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Sprint Capital or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of ParentSprint Capital; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent the Company, Sprint Capital or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Sprint Capital or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Noteshereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent any Bank, any Issuing Bank or the Lenders Administrative Agent with respect thereto. The obligations liability of the Guarantor under the guaranty granted under this Guaranty are independent of Agreement with regard to the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Obligations shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, this Agreement or any increase in the other Loan Document (with regard to such Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseObligations); (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the its Guaranteed Obligations; (c) any change in ownership of the Borrower; (d) any change, restructuring acceptance of any partial payment(s) from the Borrower or termination of the corporate, limited liability company or partnership structure or existence of ParentGuarantor; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent or any other a guarantor or suretysurety or the Borrower in respect of its Obligations under any Loan Document. This Guaranty The guaranty under this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by Collateral Agentthe Banks, the Lenders Issuing Banks or any other entity the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Lender with respect thereto. The obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Loan Party or whether Parent the Borrower or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Parties (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Administrative Agent or any Secured Party or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation other Loan Party or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the and Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Borrower or any other guarantor or whether Parent Borrower or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses defense it may now or hereafter have in any way relating to, any or all of the following: (a) 2.8.1 any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) 2.8.2 any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwisecredit; (c) 2.8.3 any taking, exchange, release, subordination or non-perfection of any Lien in and to any Collateral, or any taking, release or amendment or release, amendment, waiver of of, or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) 2.8.4 the existence of any claim, set-off, defense, or other right that Guarantor may have at any time against any Person, including Lenders; 2.8.5 any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security therefor; 2.8.6 any right or defense arising by reason of any claim or defense based upon an election of remedies by Agent or Lenders, including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against Borrower or sureties; 2.8.7 any change, restructuring restructuring, or termination of the corporate, limited liability company company, or partnership structure or existence of ParentBorrower or any other guarantor; or (e) 2.8.8 any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor HFC hereby guarantees that the Guaranteed Buyer Payment Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretothis Agreement. The obligations of Guarantor HFC under this Guaranty are independent Agreement constitute a present and continuing guaranty of the Guaranteed Obligationspayment, and a separate action not of collection or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionscollectability. The liability of Guarantor HFC under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocableabsolute, absolute unconditional, present, continuing and unconditional irrevocable irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack assignment or other transfer of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all this Agreement or any of the Guaranteed Obligationsrights thereunder of Buyer; (ii) any amendment, waiver, renewal, extension or any other amendment or waiver release of or any consent to or departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit or other action or inaction related to Parent or otherwisethis Agreement; (ciii) any takingacceptance by Seller of partial payment from Buyer; (iv) any bankruptcy, exchangeinsolvency, releasereorganization, subordination arrangement, composition, adjustment, dissolution, liquidation or non-perfection other like proceeding relating to Buyer or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding; (v) any absence of any Collateralnotice to, or any takingknowledge of, release HFC, of the existence or amendment or waiver occurrence of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; matters or events set forth in the foregoing subsections (di) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthrough (iv); or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent a guarantor. The obligations of HFC hereunder shall not be subject to any reduction, limitation, impairment or termination for any other guarantor reason, including any claim of waiver, release, surrender, alteration or surety. This Guaranty compromise, and shall continue not be subject to be effective any defense or be reinstatedsetoff, as the case may becounterclaim, if at any time any payment of any recoupment or termination whatsoever by reason of the Guaranteed Obligations is rescinded invalidity, illegality or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization unenforceability of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Buyer Payment Obligations or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order to the fullest extent permitted by Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Credit Party with respect thereto. The obligations Obligations of Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsthis Agreement, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional guarantee of payment when due, and not of collection, by Guarantor. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Agreement shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations of the Borrower under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Parent or any of its Subsidiaries or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guarantyguarantee (if any), for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of the Parent or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Parent, the Borrower or their assets or any resulting release or discharge of any Guaranteed Obligation; (e) the existence of any claim, setoff or other right which Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (f) any provision of applicable Law purporting to prohibit the payment or performance by the Parent or the Borrower of any of the Obligations of such Person; (g) any failure of any Credit Party to disclose to the Parent or the Borrower any information relating to the business, financial condition, operations, performance, properties or prospects of the Parent or the Borrower now or hereafter known to such Credit Party (Guarantor waives any duty on the part of the Credit Parties to disclose such information); (h) the failure of any other Person to execute or deliver any other guarantee or agreement or the release or reduction of liability of Guarantor or other guarantor (if any) or surety (if any) with respect to the Guaranteed Obligations; or (ei) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Credit Party that might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of, Parent the Parent, the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor's financial condition or ability to pay its lawful debts when ▇▇▇▇ fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Laurus to induce the undersigned to enter into this Guaranty are independent and (ii) ▇▇▇ extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇'s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders Holders with respect thereto. The obligations of each Guarantor under this Guaranty Article XI are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Obligor or whether Parent or any other guarantor Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article XI shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Funding Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Funding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Obligor; or (e) any other circumstance whatsoever (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders Holders that might otherwise constitute a defense available to, or a discharge of, Parent any Obligor or any other guarantor Guarantor or surety. This Guaranty Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral the Agent, the Lenders Holders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Person, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Guarantor or whether Parent the Borrower or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders any Lender with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Financing Agreement, the Note(s), or any other Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance and not collection and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesFinancing Agreement or the Notes or any other Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or any of its subsidiaries or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or others (including the Guarantor); (iv) any settlement or compromise of any security for any Obligation, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any Obligation (whether due or not) of the Borrower to creditors of the Borrower other than the Guarantor; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower or any of its subsidiaries; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Borrower or any of its subsidiaries; or (evii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other guarantor person or surety. party relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Loans, Letters of Credit or other financial accommodations to the Borrower. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Agent or any time Lender for repayment or recovery of any amount or amounts received by the Agent or such Lender in payment or on account of any of the Guaranteed Obligations is rescinded and the Agent or must otherwise be returned such Lender repays all or part of said amount by Collateral Agentreason of any judgment, decree or order of any court or administrative body having jurisdiction over the Lenders Agent or such Lender or the respective property of each, or any other entity settlement or compromise of any such claim effected by the Agent or such Lender with any such claimant (including the Borrower), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization of the Parent or otherwise (and whether as a result cancellation of any demandnote (including the Notes) or other instrument evidencing any Obligation, settlement, litigation and the Guarantor shall be and remain liable to the Agent and/or such Lender hereunder for the amount so repaid or otherwise), all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent or such Lender.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligationshall be absolute, unconditional and irrevocable, and nothing whatever except actual full payment and performance of the Guaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor’s liability hereunder. Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall not be discharged, released or affected, in whole or in part, by: 3.1. The occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to Counterparty or Guarantor, or any disallowance of all or any portion of any claim by Beneficiary, its successors or assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Beneficiary as a contract preference payment or fraudulent transfer under the United States Bankruptcy Code or any applicable law, or the dissolution, liquidation or winding up of suretyGuarantor or Counterparty; 3.2. Any amendment, and supplement, reformation, waiver or other modification of the Guaranteed Agreements, unless such amendment, supplement, reformation, waiver or other modification materially increases the liability of Guarantor with respect to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, Guaranteed Obligations and Guarantor hereby irrevocably waives any defenses it may now has not given its consent thereto if such consent is required under the applicable Guaranteed Agreements; 3.3. The exercise, non-exercise or hereafter have delay in any way relating toexercising, any or all of the following: (a) any lack of validity of the Notes by Beneficiary or any agreement other Person, of any right under this Guaranty or instrument relating theretothe Guaranteed Agreements; (b) 3.4. Any extension, renewal, settlement, compromise or waiver concerning the Guaranteed Obligations or any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of of, or any consent to departure from depart from, the NotesGuaranteed Agreements or any other agreement, includingdocument or instrument relating thereto; provided, without limitationhowever, any increase in Guarantor’s obligations with respect to the Guaranteed Obligations resulting from shall be credited to the extension of additional credit to Parent extent that that any such settlement or otherwisecompromise reduces the Guaranteed Obligations; (c) 3.5. Any assignment or other transfer of rights under this Guaranty by Beneficiary, or any takingpermitted assignment or other transfer of the Guaranteed Agreements, including any assignment as security for financing purposes; 3.6. Any merger or consolidation into or with any other entity, or other change in the corporate existence or cessation of existence of, Counterparty or Guarantor; 3.7. Any change in ownership or control of Guarantor or Counterparty; 3.8. Any sale, transfer or other disposition by Guarantor of any direct or indirect interest it may have in Counterparty; 3.9. The inaccuracy or breach, or alleged inaccuracy or breach, of any of the representations and warranties of Counterparty or Beneficiary under the Guaranteed Agreements; 3.10. The failure to create, preserve, validate, perfect or protect any security interest, collateral or other guaranty granted to, or in favor of, any Person; 3.11. The existence of, or any substitution, modification, exchange, release, subordination settlement or non-perfection compromise of, any security or collateral for or guaranty of any Collateralof the Guaranteed Obligations or failure to apply such security or collateral or failure to enforce such guaranty; 3.12. The existence of any claim, set-off, or other rights which Guarantor or any Affiliate thereof may have at any time against Beneficiary, any Affiliate thereof or any other Person; 3.13. The genuineness, validity, regularity, or enforceability, in whole or in part, of this Guaranty, the Guaranteed Agreements, or any takingother agreement, release document or amendment instrument related to the transactions contemplated hereby or waiver thereby or the absence of or consent any action to departure from any other guarantyenforce the same, for all or any provision of law purporting to prohibit payment or performance by Counterparty of the Guaranteed Obligations; (d) 3.14. The absence of any changenotice to, restructuring or termination knowledge by, Guarantor of the corporateexistence or occurrence of any of the matters or events set forth in the foregoing clauses; and 3.15. Except as provided herein, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that circumstances which might otherwise constitute a defense available to, or a discharge of, Parent Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Counterparty in respect of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agenta legal or equitable discharge of Counterparty in respect thereof, the Lenders or any other entity upon the insolvencyincluding, bankruptcy or reorganization of the Parent or otherwise (and whether a discharge as a result of any demand, settlement, litigation bankruptcy or otherwise), all as though such payment had not been madesimilar law.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or Lenders to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent or Lenders or their assignees or any acceptance thereof or any release of any security by Agent or Lenders or their assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lenders shall bear interest until such amounts are paid in full at the Default Rate then applicable to the Obligations. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or the Lenders Trustee with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Class 4 Note, or any other Class 4 Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance and not collection and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations of the Company and the other Collateral Grantors, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Company or any other guarantor Collateral Grantor or whether Parent the Company or any other guarantor Collateral Grantor is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesClass 4 Note or any other Class 4 Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Company or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Company, any other Collateral Grantor or others (including the Guarantor); (iv) any settlement or compromise of any security for any Obligation, or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any Obligation (whether due or not) of the Company to creditors of the Company other than the Guarantor; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Company or any other Collateral Grantor; (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Company or any of its subsidiaries; or (evii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or obligations of the Guarantor hereunder, or a defense to, or discharge of, the Company or any other guarantor person or surety. party relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Allowed Class 4 Claims. (e) The Collateral Trustee may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Collateral Trustee or any time holder of an Allowed Class 4 Claim for repayment or recovery of any amount or amounts received by the Collateral Trustee or such holder of an Allowed Class 4 Claim in payment or on account of any of the Guaranteed Obligations is rescinded and the Collateral Trustee or must otherwise be returned such holder of an Allowed Class 4 Claim repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over the Collateral AgentTrustee or such holder of an Allowed Class 4 Claim or the respective property of each, the Lenders or any other entity settlement or compromise of any such claim effected by the Collateral Trustee or such holder of an Allowed Class 4 Claim with any such claimant (including the Company), then and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization of the Parent or otherwise (and whether as a result cancellation of any demandClass 4 Document or other instrument evidencing any Obligation, settlement, litigation and the Guarantor shall be and remain liable to the Collateral Trustee and/or such holder of an Allowed Class 4 Claim hereunder for the amount so repaid or otherwise), all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Collateral Trustee or any holder of an Allowed Class 4 Claim.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Borrower or any other guarantor or whether Parent Borrower or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Borrower or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Finance Parties with respect thereto. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by the Guarantor, of the Guaranteed Obligations in each and every particular. The Finance Parties shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Obligations. The obligations of the Guarantor under this Guaranty are independent hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which the Guarantor may have at any time against AHL, the Administrative Agent, any Finance Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed ObligationsObligations and would be owed by AHL to any Finance Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, and a separate action reorganization or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionssimilar proceeding involving AHL. The Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Finance Parties. The irrevocable and unconditional liability of the Guarantor under this Guaranty constitutes a primary obligation, hereunder applies whether it is jointly and not a contract of surety, and to severally liable for the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any entire amount of the Guaranteed Obligations, or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that the Guarantor may now or hereafter have against AHL or any other amendment Person. This Agreement is and shall remain fully enforceable against the Guarantor irrespective of any defenses that AHL may have or waiver assert in respect of or any consent to departure from the NotesGuaranteed Obligations, including, without limitation, any increase failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Guarantor may assert the defense of final payment in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any full of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. Each Guarantor agrees that this Article VIII constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any Collateral. The obligations of each Guarantor under this Guaranty Article VIII are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligationArticle VIII shall be, and not a contract of suretyuntil the Termination Date, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including the Lender; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (ef) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or suretysurety (other than the cash payment in full of the Obligations (other than Contingent Indemnity Obligations)). This Guaranty Article VIII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders The Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Performance Guarantor guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Notesapplicable Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Beneficiary with respect thereto. The obligations of the Performance Guarantor under this Performance Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Performance Guarantor to enforce such obligationsthis Performance Guaranty, irrespective of whether any action is brought against Parent the Servicer or any other guarantor Originator or whether Parent the Servicer or any other guarantor such Originator is joined in any such action or actions. The liability of the Performance Guarantor under this Performance Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Transaction Document, or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from additional Advances or otherwise and any increase in the extension Guaranteed Obligations resulting from the exercise by the Borrowers of additional credit the right to Parent or otherwiserequest an increase in the Aggregate Commitment pursuant to Section 2.1(d); (c) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (d) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (e) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (df) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other assets of the Servicer, any Originator or any of their Subsidiaries; (g) the existence of any claim, setoff or other rights which any Beneficiary may have at any time against the Servicer, any Originator or any of their Subsidiaries in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof permitted under the Purchase and Contribution Agreements, this Agreement or any other Transaction Document; (i) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of ParentHerc or any of its Subsidiaries; or (ei) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge ofof the Servicer, Parent any Originator or any other guarantor of their Subsidiaries or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeguarantor.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrower with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which Guarantor may be liable hereunder after ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes Note or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the NotesNote, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral AgentLender, the Lenders Lender or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect theretothereto but subject to Section 2(c) above. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against a Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent any other Guarantor or any other guarantor Person or whether Parent any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralLien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of any Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentany Guarantor; (f) any failure of any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, Properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of any Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent of any Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person, as other than the case may bepayment in full, if at any time any payment of any in cash, of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of Guarantor the Parent under this Guaranty Article 9 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthe provisions of this Article 9, irrespective of whether any action is brought against Parent the Borrower, any other Guarantor or any other guarantor Person or whether Parent the Borrower, any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article 9 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Parent hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collaterallien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any other Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentthe Borrower or any other Guarantor; (f) any failure of any Secured Party to disclose to the Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and the Parent hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrower or any other Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower, any other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstatedother Person other than payment in full, as the case may bein cash, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrower with respect thereto. The obligations undersigned hereby knowingly accepts the full range of Guarantor under risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which the undersigned may be liable hereunder after ▇▇▇▇▇▇▇▇'s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsLoan Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives Obligations or any defenses it may now assignment or hereafter have in transfer of any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; thereof; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (d) any limitation on any party's liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; ; or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Borrower to Lenders under the Loan Agreement. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. (a) Each Guarantor guarantees guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter hereinafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Guarantied Parties with respect thereto. The obligations amount of the Guaranteed Obligations shall not be diminished by, and the liability of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) Any amendment, modification, supplement, extension, renewal, restatement or waiver of all or any lack of validity part of the Notes Credit Agreement, any of the other Loan Documents or any agreement other document or instrument evidencing or relating thereto; (b) to any Guaranteed Obligations, including, without limitation, extensions or any other change in the of time, manner or place of payment of, of or increase or decrease in any other term of, all or the amount of any of the Guaranteed Obligations, and this Guaranty shall apply to the Credit Agreement and the other Loan Documents and the Guaranteed Obligations as so amended, modified, supplemented, renewed, rested or extended, increased or decreased; (ii) The taking, exchange, surrender and releasing of collateral, if any, or guarantees now or at any time held by or available to the Guarantied Parties for the obligations of the Borrower or any other amendment party at any time liable on or in respect of the Guaranteed Obligations; any failure or delay by the Agent or any other Guarantied Party to protect, secure, insure, perfect or realize upon, or any negligence by the Agent or any other Guarantied Party with respect to, or any substitution or release, in whole or in part, of security, if any, for the Loan Documents or this Guaranty, hereunder or otherwise which may be held at any time by any of the Guarantied Parties or any of their respective successors or assigns; (iii) The exercise of, or refraining from the exercise of, except as required in this Guaranty, any rights, powers or remedies (A) against the Borrower, any Guarantor or any other Person or any assets of any of them of (B) under, or in respect of the Loan Documents or any security held by the Agent or the other Guarantied Parties, if any, with respect thereto; (iv) The settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations, any security therefor, or any liability of any other party with respect to the Guaranteed Obligations, or any subordination of the payment of the Guaranteed Obligations to the payment of any other liability of the Borrower or any other Guarantor; (v) Any bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, liquidation, or other like proceeding relating to any Guarantor, the Borrower, any affiliate of the Guarantors or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (vi) Any limitation of the Borrower’s liability under the Loan Documents or any limitation of the Borrower’s liability which may now or hereafter be imposed by any statute, regulation or rule of law, or any illegality, irregularity, invalidity or unenforceability, in whole or in part, of the Loan Documents or any term thereof; (vii) Any sale, lease or transfer of any or all of the assets of the Borrower to any other Person; (viii) Any invalidity, illegality, irregularity or unenforceability of all or any part of the Credit Agreement, the Loan Documents or the Guaranteed Obligations or any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of the Borrower in respect of any of the Credit Agreement, the Loan Documents or the Guaranteed Obligations, or any Guarantor in respect of this Guaranty; (ix) Any furnishing to the Agent or any other Guarantied Party of any security for the Guaranteed Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral securing any of the Obligations; (x) Any election by the Agent and/or the other Guarantied Parties in any proceeding under chapter 11 of the Bankruptcy Code of the application of section 1111(b)(2) of the Bankruptcy Code; (xi) Any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under section 364 of the Bankruptcy Code or any consent to departure from the Notes, including, without limitation, any increase in use of cash collateral by the Guaranteed Obligations resulting from Guarantied Parties under Section 363 of the extension of additional credit to Parent or otherwiseBankruptcy Code; (cxii) any takingThe disallowance, exchangeunder section 502 of the Bankruptcy Code, release, subordination or non-perfection of any Collateral, all or any taking, release or amendment or waiver portion of or consent to departure from any other guaranty, the claims of the Guarantied Parties for all or payment of any of the Guaranteed Obligations; (dxiii) any change, restructuring Any act or termination of failure to act by the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor Person which may adversely affect any Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (xiv) any nonperfection or surety. This Guaranty shall continue impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (xv) any application of sums paid by the Borrower, any Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent and the Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid; (xvi) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; (xvii) any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be effective available to or be reinstatedasserted by the Borrower or any other Person against the Agent or any other Guarantied Party; (xviii) any change in the corporate or partnership existence, as the case may be, if at structure or ownership of the Borrower, any time Guarantor or any payment other Person; (xix) any statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Person under any Loan Document, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or (xx) Any other circumstance, whether or not any Guarantor shall have had notice or knowledge thereof. (b) Each Guarantor shall be liable for all (including but not limited to attorneys’ fees of the Agent and the Guarantied Parties) fees and expenses which would have been payable by the Borrower pursuant to the terms of the Credit Agreement or any of the Guaranteed Obligations is rescinded Loan Documents, whether arising before or must otherwise be returned by Collateral Agent, after the Lenders commencement of any case with respect to the Borrower under the Bankruptcy Code or any similar statute, even if the Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Guarantor shall also be liable to the Agent and the other entity upon Guarantied Parties for payment of all attorneys’ fees, disbursements and other expenses incurred and to be incurred by the insolvency, bankruptcy or reorganization Agent and the other Guarantied Parties in connection with the enforcement of the Parent or otherwise (Agent’s and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeother Guarantied Parties’ rights under this Guaranty.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Secured Obligations will be paid strictly in accordance with the terms of the NotesNote, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Secured Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes Note or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Secured Obligations, or any other amendment or waiver of or any consent to departure from the NotesNote, including, without limitation, any increase in the Guaranteed Secured Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Secured Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Secured Obligations is rescinded or must otherwise be returned by Collateral AgentLender, the Lenders Lender or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent VoIP or any other guarantor Guarantor or whether Parent VoIP or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent VoIP or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentVoIP; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent VoIP or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent VoIP or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all the Credit Agreement or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the Notesterms of the Credit Agreement or the Obligations, includingincluding any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, without limitationor consent to departure from, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent other guarantee or otherwise; (c) support document, or any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guarantycollateral, for all the Credit Agreement or the Obligations; (c) any present or future law, regulation or order of any jurisdiction or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Credit Agreement or the Obligations; ; (d) without being limited by the foregoing, any change, restructuring lack of validity or termination enforceability of the corporate, limited liability company Credit Agreement or partnership structure or existence of Parentthe Obligations; or (e) any other circumstance setoff, defense or counterclaim whatsoever (includingin any case, without limitationwhether based on contract, any statute of limitations) tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Credit Agreement or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent the Borrower or other Guarantors and (f) any claim or assertion that any payment by any Guarantor hereunder should be set aside pursuant to Section 2 in connection with any stay, injunction or other guarantor prohibition or surety. This Guaranty event, in which case each Guarantor shall continue be unconditionally required to be effective or be reinstated, as pay all amounts demanded of it hereunder prior to any determination of the case may bemaximum liability of each Guarantor hereunder in accordance with Section 2 and the recipient of such payment, if at any time any payment so required by a final non-appealable court of competent jurisdiction by a final and non-appealable judgment, shall then be liable for the refund of any of the Guaranteed Obligations excess amounts. If any such rebate or refund is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)ever required, all as though such payment had not been madeother Guarantors shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law.

Guaranty Absolute. (a) Subject to the provisions hereof, the Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesPPA, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders WEPCO with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Seller or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Seller or any other person, and nor against securities or liens available to WEPCO, its successors or permitted assigns. Subject to the extent permitted by lawprovisions hereof, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Seller or any of its subsidiaries; (iii) any lack of validity or enforceability of the PPA or any agreement or instrument relating thereto; (iv) any failure of WEPCO to disclose to either the Seller or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Seller or any of its subsidiaries now or hereafter known to WEPCO (the Guarantor waiving any duty on the part of WEPCO to disclose such information); (v) any lack of due diligence by WEPCO in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evi) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) WEPCO or any existence of or reliance on any representation by Collateral Agent or the Lenders WEPCO that might otherwise constitute CONFIDENTIAL AND PROPRIETARY EXECUTION VERSION a legal or equitable defense available to, or a discharge of, Parent or any other a guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders WEPCO or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Seller or otherwise), all as though such payment had not been made. (b) No action which WEPCO shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Seller or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against WEPCO. (c) In the case of an Event of Default under the PPA or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that WEPCO shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Seller or Guarantor or realized from any security, in any manner and in any order as WEPCO, in its sole discretion, shall see fit, and all rights, powers, and remedies available to WEPCO in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of WEPCO, its successors or assigns, to pursue any of the remedies available to WEPCO, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall ,subject to the Maximum Recovery Amount, remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Seller may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms The liability of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have acquire in any way relating to, any or all of the following: : (ai) any illegality, lack of validity or enforceability of the Notes or any agreement or instrument relating thereto; Obligation, (bii) any change in the timeamendment, manner modification, acceleration, waiver or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesterms of any Obligation of any Loan Party under any Loan Document, includingor any renewal or extension of the time or change of the manner or place of payment, without limitation, including any increase in the Guaranteed Obligations resulting from the any extension of additional credit to Parent or otherwise; , (ciii) any taking, exchange, substitution, release, subordination or non-perfection or impairment of any Collateralcollateral securing payment of any Obligation, (iv) any change in the corporate existence, structure or ownership of any Borrower, or any takinginsolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or its assets or any resulting release or amendment discharge of any Obligation, (v) the existence of any claim, set-off or waiver of other rights that the Borrowers or consent to departure from such Guarantor may have at any other guaranty, for all time against the Administrative Agent or any of its affiliates, any Bank or any of its affiliates, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the Guaranteed Obligations; assertion of any such claim or other rights by separate suit or compulsory counterclaim, (dvi) any changelaw, regulation, decree or order of any jurisdiction, or any other event, affecting any term of any Obligation or Administrative Agent's or any Bank's rights with respect thereto, including, without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or termination required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any assets or its use or of the corporateability to operate its business or a material part thereof; or (D) any war (whether or not declared), limited liability company insurrection, revolution, hostile act, civil strife or partnership structure similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or existence (C) above (in each of Parentthe cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time after the date of this Guaranty), (vii) any claim that any Guarantor's obligations exceed or are more burdensome than those of the Borrowers; or and (eviii) any other circumstance (including, without limitation, any statute of limitationslimitations relating to a Borrower) or any existence of or reliance on any representation by Collateral Administrative Agent or the Lenders any Bank that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent any Borrower or any Guarantor or any other guarantor or surety. This Guaranty Without limiting the generality of the foregoing, each Guarantor guarantees that it shall continue to be effective or be reinstated, as pay Administrative Agent strictly in accordance with the case may be, if at any time any payment express terms of any document or agreement evidencing any Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the Guaranteed Obligations jurisdiction where any Borrower or Guarantor is rescinded or must otherwise be returned by Collateral Agentprincipally located in effect from time to time, the Lenders or any other entity upon order, decree or regulation in the insolvency, bankruptcy jurisdiction where any Borrower or reorganization Guarantor is principally located. It is the intent of the Parent or otherwise (this Section 2 that each Guarantors' obligations hereunder are and whether as a result of shall be absolute and unconditional under any demand, settlement, litigation or otherwise), and all as though such payment had not been madecircumstances.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of Guarantor the Parent under this Guaranty Article 9 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthe provisions of this Article 9, irrespective of whether any action is brought against Parent the Borrower, any other Guarantor or any other guarantor Person or whether Parent the Borrower, any other Guarantor or any other guarantor Person is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article 9 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor the Parent hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses it may now or hereafter have (other than a defense of payment or performance) in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Credit Document or any agreement or instrument relating theretothereto or any part of the Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or agreement relating to Banking Services with a Banking Services Provider, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collaterallien on any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any other Guarantor; (e) any change, restructuring or termination of the corporate, limited liability company company, or partnership structure or existence of Parentthe Borrower or any other Guarantor; (f) any failure of any Secured Party to disclose to the Borrower or any other Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lender, any Lender or any other Secured Party (and the Parent hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any signature of any officer of the Borrower or any other Guarantor being mechanically reproduced in facsimile or otherwise; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower, any other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madePerson.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. Each Guarantor agrees that this Article ‎VIII constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any Collateral. The obligations of each Guarantor under this Guaranty Article ‎VIII are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligationArticle ‎VIII shall be, and not a contract of suretyuntil the Termination Date, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including the Lender; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (ef) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or suretysurety (other than the cash payment in full of the Obligations (other than Contingent Indemnity Obligations)). This Guaranty Article ‎VIII shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders The Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor absolutely guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesAgreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Company or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Company or any other person, and but subject to Section 2.3(c), or against securities or liens available to the extent permitted Beneficiary, its successors or assigns. Notwithstanding anything to the contrary herein, as a condition to enforcement of this Guaranty against Guarantor, Beneficiary shall be required to show: (a) a copy of the written notice sent by lawBeneficiary to the Company before making the claim under this Guaranty specifying the Company’s default in payment and requesting the Company to remedy it; and (b) a letter signed by Beneficiary’s authorized officer certifying that the Company has failed to remedy the default within any applicable cure period set forth in the Agreement. The liability of the Guarantor under this Guaranty shall, shall subject to Section 2.3(c) and the immediately preceding sentence, be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any of its subsidiaries; (iii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Contractor or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Company or any of its subsidiaries now or hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against the Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evii) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) the Beneficiary or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent or any other guarantor or suretythe Guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Company, all as though such payment had not been made. (a) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with the Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (b) In the case of an event of default under the Agreement which has not been cured during any applicable cure period set forth in the Agreement, or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received from the Company, the Contractor or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect less any such amounts paid to the Beneficiary, and Guarantor shall remain liable for the remaining balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. (a) The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesFacility Lease, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Facility Lessee or whether Parent or any other guarantor the Facility Lessee is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocableirrevocable (subject to Section 2.6), absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, to any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Facility Lessee or any of its subsidiaries; (iii) any lack of validity or enforceability of the Facility Lease or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Facility Lessee or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Facility Lessee or the Guarantor now or hereafter known to such Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); or (ev) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretythe Facility Lessee. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Facility Lessee or otherwise), all as though such payment had not been made. (b) This Guaranty shall not confer upon the Beneficiary any right of payment or enforcement that is in any manner broader or more expansive than the Beneficiary's rights of payment and enforcement, if any, with respect to the Facility Lessee under the Facility Lease, except that this Guaranty shall guarantee certain types of claims against the Facility Lessee otherwise unenforceable as a result of the bankruptcy, insolvency, dissolution, reorganization or liquidation of the Facility Lessee. Without limiting the Guarantor's own defenses and rights hereunder, the Guarantor reserves to itself all rights, setoffs, counterclaims, recoupments and other defenses to which Facility Lessee, the Guarantor or any other affiliate(s) of the Guarantor is or may be entitled arising from or out of the Facility Lease or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution, insolvency or liquidation of Facility Lessee, or as otherwise specified in Section 2.2(a) or Section 2.3.

Guaranty Absolute. Until the date on which Security Termination occurs (such date being the “Termination Date”), each Guarantor guarantees that the Borrower Guaranteed Obligations or the Subsidiary Guaranteed Obligations, as applicable, will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Administrative Agent, the Issuing Lender, the Swingline Lender, any Lender, any Banking Services Provider or the Lenders any Swap Counterparty with respect theretothereto but subject to Section 2(c) above. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of any other Person under the Credit Documents or in connection with any Hedging Arrangement, and a separate action or actions may be brought and prosecuted against a Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent any Guarantor or any other guarantor Person or whether Parent any Guarantor or any other guarantor Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor each Guarantor, to the extent not prohibited by applicable law, hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesDocuments and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsDocuments. The liability of Guarantor each of the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Laurus or its assignees or any acceptance thereof or any release of any security by Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any the other guarantor Guarantor or whether Parent the Borrower or any the other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, each Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforce ability of the Notes this Agreement or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement, any Note or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation either Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor absolutely guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesAgreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Company or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Company or any other person, and but subject to Section 2.3(c), or against securities or liens available to the extent permitted Beneficiary, its successors or assigns. Notwithstanding anything to the contrary herein, as a condition to enforcement of this Guaranty against Guarantor, Beneficiary shall be required to show: (a) a copy of the written notice sent by lawBeneficiary to the Company before making the claim under this Guaranty specifying the Company’s default in payment and requesting the Company to remedy it; and (b) a letter signed by Beneficiary’s authorized officer certifying that the Company has failed to remedy the default within any applicable cure period set forth in the Agreement. The liability of the Guarantor under this Guaranty shall, shall subject to Section 2.3(c) and the immediately preceding sentence, be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any of its subsidiaries; (iii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Beneficiary to disclose to either the Contractor or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Company or any of its subsidiaries now or hereafter known to the Beneficiary (the Guarantor waiving any duty on the part of the Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against the Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evii) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) the Beneficiary or any existence of or reliance on any representation by Collateral Agent or the Lenders Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent or any other guarantor or surety. the Guarantor. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Beneficiary or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Company, all as though such payment had not been made. No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, nor any course of dealing with the Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an event of default under the Agreement which has not been cured during any applicable cure period set forth in the Agreement, or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received from the Company, the Contractor or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect less any such amounts paid to the Beneficiary, and Guarantor shall remain liable for the remaining balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. Guarantor Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect thereto. The obligations of Guarantor the Guarantors under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor the Borrowers or whether Parent or any other guarantor is the Borrowers are joined in any such action or actions. The liability of Guarantor the Guarantors under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor, any Borrower or any other guarantor or surety. This Guaranty Section 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees agrees that its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the NotesSecured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations of each Guarantor under or in respect of this Holdings Guaranty are independent of the Guaranteed ObligationsObligations or any other Obligations of any other Loan Party under or in respect of the Secured Documents, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligationsthis Holdings Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Loan Party or whether Parent the Borrower or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Holdings Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be joint and several, irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made), the expiration or termination of the Aggregate Commitments, or the release of this Holdings Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) i. any lack of validity or enforceability, at any time, of the Notes any Secured Document (including this Holdings Guaranty) or any agreement or instrument relating thereto; (b) ii. any change in the timetime (including by acceleration or otherwise), manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligationsof any other Loan Party under or in respect of the Secured Documents, or any other amendment or waiver of or any consent to departure from the Notesany Secured Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or any of its Subsidiaries or otherwise; (c) iii. any taking, exchange, releaseimpairment, subordination release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) iv. any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateralor any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; v. any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentany Loan Party or any of its Subsidiaries; vi. any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party; vii. the failure of any other Person to execute or deliver this Holdings Guaranty or any other guaranty or agreement or the release or reduction of liability of any Subsidiary Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; viii. any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Holdings Guaranty; ix. any payment made to any secured creditor on the Indebtedness which any Secured Party repays the Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedings; x. any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or any lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected; or (e) xi. any other circumstance (including, without limitation, any statute of limitations) ), any act or omission, or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Holdings Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders any Secured Party or any other entity Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation other Loan Party or otherwise), all as though such payment had not been made. For the avoidance of doubt, this paragraph shall survive the termination of this Holdings Guaranty.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Agent, the LC Issuer or any Lender, as the Lenders case may be, with respect thereto. The obligations of Guarantor the Parent under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor the Parent to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty constitutes a primary obligationshall, and not a contract of surety, and to the fullest extent permitted by law, shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably the Parent waives any defenses it may now or hereafter have in any way relating to, any or all of the followingdefense based upon: (ai) any lack of validity or enforceability of the Notes Credit Agreement or any other agreement or instrument relating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the NotesCredit Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwisethe Borrower; (ciii) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Borrower; (v) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the Borrower or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral the Agent, the Lenders LC Issuer or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless ▇▇▇▇▇▇▇▇▇ agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter Principal have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentbeen paid; orand (e) any other circumstance (includingGuarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, without limitationamendment, any statute of limitations) supplement, extension, agreement or any existence stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; Beneficiary's waiver of or reliance on failure to enforce any representation by Collateral Agent of the terms, covenants or conditions contained in the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Agreement; Any release of Principal or any other guarantor or surety. This Guaranty shall continue from any liability with respect to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.portion thereof;

Guaranty Absolute. (a) Subject to the provisions hereof, the Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesPPA, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders WEPCO with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Seller or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Seller or any other person, and nor against securities or liens available to WEPCO, its successors or permitted assigns. Subject to the extent permitted by lawprovisions hereof, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Seller or any of its subsidiaries; (iii) any lack of validity or enforceability of the PPA or any agreement or instrument relating thereto; (iv) any failure of WEPCO to disclose to either the Seller or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Seller or any of its subsidiaries now or hereafter known to WEPCO (the Guarantor waiving any duty on the part of WEPCO to disclose such information); (v) any lack of due diligence by WEPCO in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evi) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) WEPCO or any existence of or reliance on any representation by Collateral Agent or the Lenders WEPCO that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.constitute

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless ▇▇▇▇▇▇▇▇▇ agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, Principal have been paid; and (e) Guarantor shall continue to be irrevocable, absolute liable under this Guaranty and unconditional irrespective of, the provisions hereof shall remain in full force and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingeffect notwithstanding: (ai) Any modification, amendment, supplement, extension, agreement or stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; (ii) Beneficiary's waiver of or failure to enforce any lack of validity of the Notes terms, covenants or conditions contained in the Agreement; (iii) Any release of Principal or any agreement other guarantor from any liability with respect to the Obligations or instrument relating any portion thereof; (iv) Any release, compromise or subordination of any real or personal property then held by Beneficiary as security for the performance of the Obligations or any portion thereof, or any substitution with respect thereto; (bv) Without in any change way limiting the generality of the foregoing, if Beneficiary is awarded a judgment in any suit brought to enforce a portion of the timeObligations, manner or place such judgment is not deemed to release Guarantor from its covenant to pay that portion of payment the Obligations which is not the subject of such suit; (vi) Beneficiary's acceptance and/or enforcement of, or failure to enforce, any other guaranties or any portion of this Guaranty; (vii) Beneficiary's exercise of any other rights available to it under the Agreement; (viii) Beneficiary's consent to the change, reorganization or termination of the corporate structure or existence of the Principal and to any corresponding restructuring of the Obligations; (ix) Any failure to perfect or continue perfection of a security interest in any collateral that secures the Obligations; (x) [Intentionally omitted;] and (xi) Any other term of, all act or any of the Guaranteed Obligationsthing or omission, or delay to do any other amendment act or waiver thing that might in any manner or to any extent vary the risk of Guarantor as an obligor with respect to the Obligations. (f) Guarantor agrees that upon a demand for payment under this Guaranty in accordance with Section 1 hereof, Guarantor shall pay such Obligations as are included in such demand notwithstanding any defenses, setoffs or any consent counterclaims that Principal may allege or assert against Beneficiary with respect to departure from the NotesObligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitationsfrauds, statute of limitations and accord and satisfaction; provided that Guarantor reserves the right to assert any defenses, setoffs or counterclaims that Principal may allege or assert against Beneficiary (except for such defenses, setoffs or counterclaims as are expressly waived under other provisions of this Guaranty) in a subsequent action for recoupment, restitution or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madereimbursement.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrowers with respect thereto. Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which Guarantor may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The obligations of Guarantor under undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsCredit Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by lawObligations or any assignment or transfer of any thereof, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the timethereof, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Borrower, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or any other guarantor not allowed or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesNote Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders Holders with respect thereto. The obligations of each Guarantor under this Guaranty Article XI are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Obligor or whether Parent or any other guarantor Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article XI shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Funding Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Funding Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Obligor or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; orany Obligor; (e) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; (f) any failure of the Agent or the Holders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (g) the election by the Agent or the Holders, in any bankruptcy proceeding of any Person, of the application or non application of Section 1111(b)(2) of the United States Bankruptcy Code; (h) any extension of credit or the grant of any Liens under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code; (i) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (j) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (k) the avoidance of any Liens in favor of the Agent or the Holders for any reason; (l) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding; or (m) any other circumstance whatsoever (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Agent or the Lenders Holders that might otherwise constitute a defense available to, or a discharge of, Parent any Obligor or any other guarantor Guarantor or surety. This Guaranty Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral the Agent, the Lenders Holders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise)Person, all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of such Guarantor under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of such Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and such Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Guarantor, Borrower or any other guarantor or surety. This Guaranty Section 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent HVW or any other guarantor or whether Parent HVW or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent HVW or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentHVW; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent HVW or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent HVW or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor The undersigned guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Agreement and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrowers with respect thereto. The obligations undersigned hereby knowingly accepts the full range of Guarantor under risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrowers will contract additional indebtedness for which the undersigned may be liable hereunder after Borrowers’ financial condition or ability to pay their lawful debts when they fall due has deteriorated, whether or not Borrowers have properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrowers, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty are independent and (ii) any extension of credit to the Borrowers shall be governed solely by the provisions of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsCredit Agreement. The liability of Guarantor the undersigned under this Guaranty constitutes a primary obligationshall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Loan Documents or any other instruments or agreements relating to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives Obligations or any defenses it may now assignment or hereafter have in transfer of any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Notes Obligations or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; thereof; (c) any taking, exchange, release, subordination or non-perfection furnishing of any Collateraladditional security to Agent for the ratable benefit of the Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (d) any limitation on any party’s liability or obligation under the Loan Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrowers, or any takingaction taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; ; or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent the undersigned. Any amounts due from the undersigned to Agent or any other guarantor Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of Borrowers to Lenders under the Credit Agreement. Obligations include post-petition interest whether or surety. This Guaranty shall continue to be effective not allowed or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeallowable.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms the Obligations or the rights of Collateral Agent or the Lenders any Financial Institution with respect thereto, to the maximum extent permitted by applicable law. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations in each and every particular, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsany other Obligor, irrespective or any other Person, regardless of whether any action is brought against Parent other Obligor or any other guarantor or whether Parent or any other guarantor Person is joined in any such action or actions. The To the maximum extent permitted by applicable law, the liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any The lack of validity or unenforceability of the Notes Guaranteed Obligations or any agreement Loan Document for any reason whatsoever, including, without limitation, that the act of creating the Guaranteed Obligations is ultra ▇▇▇▇▇, that the officers or instrument relating theretorepresentatives executing the documents creating the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including, without limitation, breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) any Any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other modification of the Loan Documents, or any other amendment waiver or waiver of or any consent to departure from granted under the NotesLoan Documents, including, without limitation, any increase in waivers of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any payment and performance of the Guaranteed Obligations; (dc) any changeAny release, restructuring exchange, subordination, waste, or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance impairment (including, without limitation, negligent, willful, unreasonable, or unjustifiable impairment) of any statute collateral securing payment of limitations) the Guaranteed Obligations; the failure of any Financial Institution or any existence other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of any collateral; the fact that any Lien or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release of any Obligor; (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the existence, organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Loan Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Loan Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Financial Institution’s transfer of the Guaranteed Obligations, notice of the financial condition of or reliance on other circumstances regarding any representation Obligor, or any other notice of any kind; (h) Any payment or grant of collateral by Collateral Agent any Obligor to any Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason any Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Lenders Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including, without limitation, by way of discharge, limitation or tolling thereof under applicable bankruptcy laws; (k) Any claim or right of set-off that any Guarantor may have; and (l) Any other circumstances which might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligor.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesPurchase Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Seller and the Former Interest Holders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations or any other obligations of the Purchaser under the Purchase Agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Purchaser or whether Parent or any other guarantor the Purchaser is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes Purchase Agreement or any agreement or instrument relating theretothereto arising from the failure of the Purchaser to properly authorize, execute and deliver the Purchase Agreement; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of the Purchaser under the Purchase Agreement or any agreement or instrument relating thereto, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwisePurchase Agreement; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Purchaser, SIFS or any of their respective subsidiaries; or (ed) any other circumstance (includingfailure of the Seller or the Former Interest Holders to disclose to the Guarantor any information relating to the financial condition, without limitationoperations, any statute properties or prospects of limitations) SIFS or any existence of its subsidiaries now or reliance in the future known to the Seller and the Former Interest Holders (the Guarantor waiving any duty on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretypart of the Seller and the Former Interest Holders to disclose such information). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agentthe Seller, the Lenders any Former Interest Holder or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent Purchaser or otherwise (and whether as a result of any demand, settlement, litigation SIFS or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Section 2.1. In the event that one or more other parties guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation all or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent part of the Guaranteed Obligations, such other guarantees shall not reduce any Guarantor’s obligations hereunder and a separate action or actions may the Guarantor shall remain fully liable for all of the Guaranteed Obligations. Section 2.2. There are no conditions precedent to the enforcement of this Agreement, except as expressly contained herein. It shall not be brought and prosecuted against Guarantor necessary for the Agent, in order to enforce such obligationspayment by any Guarantor under this Agreement, irrespective to show proof of whether any action is brought default by the Borrower, to exhaust the Agent’s remedies against Parent the Borrower or any other guarantor person liable for the payment of the Guaranteed Obligations, to enforce any support for the payment of the Guaranteed Obligations, or whether Parent or to enforce any other guarantor is joined in means of obtaining payment of the Guaranteed Obligations. Each Guarantor waives any rights under Chapter 34 of the Texas Business and Commerce Code related to the foregoing. Neither the Agent nor the Banks shall be required to mitigate damages or take any other action to reduce, collect, or enforce the Guaranteed Obligations. Section 2.3. Each Guarantor agrees that such action or actions. The liability of Guarantor Guarantor’s obligations under this Guaranty constitutes a primary obligationAgreement shall not be released, diminished, or impaired by, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter rights which such Guarantor might otherwise have in any way relating which relate to, any or all of the following: (a) any Any lack of validity or enforceability of the Notes Guaranteed Obligations, any Credit Document, or any other agreement or instrument relating thereto; (b) any change in the timeAny increase, manner or place of payment ofreduction, extension, or in any other term of, all or any rearrangement of the Guaranteed Obligations, any amendment, supplement, or other modification of the Credit Documents, or any other amendment waiver or waiver consent granted under the Credit Documents, including waivers of or any consent to departure from the Notes, including, without limitation, any increase in payment and performance of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseObligations; (c) any takingAny release, exchange, releasesubordination, subordination waste, or non-perfection other impairment of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any collateral securing payment of the Guaranteed Obligations; (d) any change, restructuring Any full or termination partial release of the corporateBorrower, limited liability company any guarantor, or partnership structure or existence any other person liable for the payment of Parent; orthe Guaranteed Obligations; (e) any other circumstance (including, without limitationAny change in the organization or structure of the Borrower, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available toguarantor, or a discharge of, Parent or any other guarantor person liable for the payment of the Guaranteed Obligations; or surety. This Guaranty shall continue the insolvency, bankruptcy, liquidation, or dissolution of the Borrower or any other person liable for the payment of the Guaranteed Obligations; (f) The failure to be effective apply or be reinstated, as any manner of applying payments or the case may be, if at proceeds of any time any payment collateral against the Guaranteed Obligations; (g) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.3, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of sale or foreclosure of any collateral for the Guaranteed Obligations is rescinded Obligations, notice of the Agent’s or must otherwise be returned by Collateral Agentany Banks’ transfer of the Guaranteed Obligations, notice of the Lenders financial condition of or other circumstances regarding the Borrower or any other entity upon person liable for the insolvencyGuaranteed Obligations, bankruptcy or reorganization any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a “Debtor” as defined in Section 9.102(28) of the Parent Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor thereunder, should such section apply); and (h) Any other action taken or otherwise (omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof—it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeparticularly described herein.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 1 (Guaranty Agreement) Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement, the Notes, and the other Loan Papers, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto; provided, however, nothing contained in this Guaranty shall require the Guarantors to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and liabilities of each Guarantor hereunder are independent of the obligations of the Company under the Credit Agreement and any Applicable Law. The liability of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives : (a) the taking or accepting of any defenses it may now other security or hereafter have in any way relating to, guaranty for any or all of the following: (a) Obligations, including any lack of validity reduction or termination of the Notes or any agreement or instrument relating theretoCommitment; (b) any increase, reduction or payment in full at any time or from time to time of any part of the Obligations; (c) or any other Loan Paper or other agreement or instrument relating thereto, including but not limited by the unenforceability of all or any part of the Obligations by reason of the fact that (i) the Obligations, and/or the interest paid or payable with respect thereto, exceeds the amount permitted by Applicable Law, (ii) the act of creating the Obligations, or any part thereof, is ultra vires, (iii) the offi▇▇▇▇ creating same acted in excess of their authority, or (iv) for any other reason; (d) any lack of corporate power of the Company or any other Person at any time liable for the payment of any or all of the Obligations; (e) any Debtor Relief Laws involving the Company, any Guarantor or any other Person obligated on any of the Obligations; (f) any renewal, compromise, extension, acceleration or other change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or the Administrative Agent to the Company, any Guarantor, or any Person at any time liable for the payment of any or all of the Obligations; or any other amendment modification, amendment, or waiver of or any consent to departure from the Credit Agreement, the Notes, including, or any other Loan Paper and other agreement or instrument relating thereto without limitation, notification of any increase in Guarantor (the Guaranteed Obligations resulting from the extension of additional credit right to Parent or otherwisesuch notification being herein specifically waived by Guarantors); (cg) any taking, exchange, release, subordination sale, subordination, or non-perfection of any Collateralcollateral or Lien therein or any lack of validity or enforceability or change in priority, destruction, reduction, or loss or impairment of value of any taking, collateral or Lien therein; (h) any release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (di) the failure by any Lender or the Administrative Agent to make any demand upon or to bring any legal, equitable, or other action against the Company or any other Person (including without limitation any other Guarantor), or the failure or delay by any Lender or the Administrative Agent to, or the manner in which any Lender or the Administrative Agent shall, proceed to exhaust rights against any direct or indirect security for the Obligations; (j) the existence of any claim, defense, set-off, or other rights which the Company or any Guarantor may have at any time against the Company, the Lenders, or any Guarantor, or any other Person, whether in connection with this Guaranty, the other Loan Papers, the transactions contemplated thereby, or any other transaction; -3- (k) any changefailure of any Lender or the Administrative Agent to notify any Guarantor of any renewal, restructuring extension, or termination assignment of the corporateObligations or any part thereof, limited liability company or partnership structure the release of any security, or existence of Parentany other action taken or refrained from being taken by any Lender or the Administrative Agent, it being understood that the Lenders and the Administrative Agent shall not be required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligations; (l) any payment by the Company to the Lenders or the Administrative Agent is held to constitute a preference under any Debtor Relief Law or if for any other reason the Lenders or the Administrative Agent is required to refund such payment or pay the amount thereof to another Person; or (em) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent or the Company, any Guarantor, any other guarantor or suretyother Person liable on the Obligations, including without limitation any defense by reason of any disability or other defense of the Company, or the cessation from any cause whatsoever of the liability of the Company, or any claim that the Guarantors' obligations hereunder exceed or are more burdensome than those of the Company. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders any Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of Company, any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Each US Guarantor jointly and severally guarantees that the US Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, and each Foreign Guarantor jointly and severally guarantees that the UK Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, in each case regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Agents, the Lenders with respect thereto. Each Guarantor agrees that this Article constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Agent or any Lender to any Collateral. The obligations of each Guarantor under this Guaranty Article are independent of the applicable Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, defense or other right that any Guarantor may have at any time against any Person, including, without limitation, any Agent or any Lender; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (ef) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Agents, the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Guaranty Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agentthe Agents, the Lenders Lenders, or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty hereunder are independent of the Guaranteed Obligations, obligations of the Borrower under the Obligations and the Credit Agreement and the H. D. ▇▇▇▇▇ Primary Vendor Agreement between the Borrower and the Lender (the “Prime Vendor Agreement”) and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligations, irrespective of whether any or not an action or proceeding is brought against Parent the Borrower and whether or any other guarantor or whether Parent or any other guarantor not the Borrower is joined in any such action or actionsproceeding. The liability of the Guarantor under this Guaranty constitutes a primary obligationhereunder is irrevocable, absolute and not a contract of surety, unconditional and (to the extent permitted by law, shall be irrevocable, absolute ) the liability and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all obligations of the followingGuarantor hereunder shall not be released, discharged, mitigated, waived, impaired or affected in whole or in part by: (a) any defect or lack of validity or enforceability in respect of any Indebtedness or other obligation of the Notes Borrower or any other Person under the Credit Agreement or the Prime Vendor Agreement or the Obligations, or any agreement or instrument relating theretoto any of the foregoing; (b) any grants of time, renewals, extensions, indulgences, releases, discharges or modifications which the Lender may extend to, or make with, the Borrower, the Guarantor or any other Person, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of of, or any consent to or departure from from, this Guaranty, the NotesCredit Agreement, includingthe Prime Vendor Agreement or the Obligations, without limitation, including any increase or decrease in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseObligations; (c) the taking of security from the Borrower, the Guarantor or any takingother Person, exchange, and the release, subordination discharge or non-perfection alteration of, or other dealing with, such security; (d) the occurrence of any Collateralchange in the laws, rules, regulations or ordinances of any jurisdiction by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, the Credit Agreement, the Prime Vendor Agreement any of the Obligations and the obligations of the Guarantor hereunder; (e) the abstention from taking security from the Borrower, the Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security; (f) any loss, diminution of value or lack of enforceability of any security received from the Borrower, the Guarantor or any other Person, and including any other guarantees received by the Lender; (g) any other dealings with the Borrower, the Guarantor or any other Person, or with any security; (h) the Lender’s acceptance of compositions from the Borrower or the Guarantor; (i) the application by the Lender of all monies at any time and from time to time received from the Borrower, the Guarantor or any other Person on account of any indebtedness and liabilities owing by the Borrower or the Guarantor to the Lender, in such manner as the Lender deems best and the changing of such application in whole or in part and at any time or from time to time, or any takingmanner of application of collateral, release or amendment or waiver of or consent proceeds thereof, to departure from any other guaranty, for all or any of the Guaranteed Obligations, or the manner of sale of any collateral; (j) the release or discharge of the Borrower or the Guarantor or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Obligations, other than an express release in writing given by the Lender of the liability and obligations of the Guarantor hereunder; (k) any change in the name, business, capital structure or governing instrument of the Borrower or the Guarantor or any refinancing or restructuring of any of the Obligations; (dl) the sale of either Borrower’s business or any part thereof; (m) any changemerger or consolidation, restructuring arrangement or reorganization of the Borrower, any Person resulting from the merger or consolidation of the Borrower with any other Person or any other successor to such Person or merged or consolidated Person or any other change in the corporate existence, structure or ownership of the Borrower or any change in the corporate relationship between the Borrower and the Guarantor, or any termination of the corporate, limited liability company or partnership structure or existence of Parent; orsuch relationship; (en) the insolvency, bankruptcy, liquidation, winding-up, dissolution, receivership, arrangement, readjustment, assignment for the benefit of creditors or distribution of the assets of the Borrower or its assets or any resulting discharge of any obligations of the Borrower (whether voluntary or involuntary) or of the Guarantor (whether voluntary or involuntary) or the loss of corporate existence; (o) any arrangement or plan of reorganization affecting the Borrower or the Guarantor; (p) any failure, omission or delay on the part of the Borrower to conform or comply with any term of the Credit Agreement or the Prime Vendor Agreement; (q) any limitation on the liability or obligations of the Borrower or any other Person under this Guaranty, or any discharge, termination, cancellation, distribution, irregularity, invalidity or unenforceability in whole or in part of this Guaranty; (r) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower or the Guarantor; or (s) any modification, compromise, settlement or release by the Lender, or by operation of law or otherwise, of the Obligations or the liability of the Borrower or any other obligor under the Obligations, in whole or in part, and any refusal of payment by the Lender, in whole or in part, from any other obligor or other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of in connection with any of the Guaranteed Obligations is rescinded Obligations, whether or must otherwise be returned by Collateral Agentnot with notice to, or further assent by, or any reservation of rights against, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeGuarantor.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will shall be paid and performed strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter requirements listed in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretothis Guaranty. The obligations liability of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives of any defenses it may now circumstances (except for those actions of NYSERDA in violation of the Grant Agreement or hereafter have in any way relating to, any applicable law) which might otherwise constitute a legal or equitable discharge or defense (all of the following: which are hereby waived) of a surety or guarantor, including, without limitation: (a) the finding or conclusions of any lack proceeding under the federal Bankruptcy Code or of validity of the Notes similar present or any agreement future federal or instrument relating thereto; state law, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other renewal, extension, alteration, compromise, modification, acceleration, amendment or waiver of or any consent to departure from any of the Notes, including, without limitation, any increase in terms of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; Grant Agreement; (c) the release or discharge of Grant Recipient, by acceptance of a deed or assignment in lieu of foreclosure or otherwise, as to all or any takingportion of the Guaranteed Obligations; (d) any release or amendment or waiver of, or consent to departure from, or failure to act by NYSERDA with respect to, any other guaranty or support document, or any exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance present or future law or legal requirement (includingwhether of right or in fact) purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations this Guaranty or the Grant Agreement; (f) any change in the existence, structure, or ownership of Grant Recipient; (g) without limitationbeing limited by the foregoing, any statute lack of limitationsvalidity or enforceability of this Guaranty or the Grant Agreement; (h) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Grant Agreement or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent Grant Recipient or any other guarantor party liable for the payment of the Guaranteed Obligations; or surety(i) any alteration, amendment, extension, modification, waiver, release or cancellation of the Infrastructure Improvement Plan or any other contract relating to the construction of the Project so long as such modifications do not materially increase the cost of construction or time necessary to complete the Project; it being agreed that the obligations of the Guarantors hereunder shall not be discharged except by performance as herein provided. This Guaranty shall continue to be effective No exercise, delay in exercise or be reinstated, as the case may be, if at any time any payment non-exercise by NYSERDA of any of the Guaranteed Obligations is rescinded rights given to it hereby or must otherwise be returned by Collateral Agentany of the other Grant Agreement, the Lenders no dealing by NYSERDA with Grant Recipient or any other entity upon the insolvencyguarantor, bankruptcy endorser or reorganization other person, no change, impairment or suspension of any right or remedy of NYSERDA, and no act or thing which but for this provision could act as a release or exoneration of the Parent or otherwise (and whether as a result liabilities of any demandGuarantor hereunder, settlementshall in any way affect, litigation decrease, diminish or otherwise), all impair any of the obligations of such Guarantor hereunder or give such Guarantor or any other person or entity any defense against NYSERDA. Nothing in this Guaranty shall be construed as though such payment had not been madelimiting Guarantors’ right to raise defenses available to Grant Recipient under the Grant Agreement for a failure of Grant Recipient to meet its obligations thereunder.

Guaranty Absolute. Guarantor guarantees that the Guaranteed ----------------- Obligations will be paid or performed strictly in accordance with the terms of the NotesAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Sellers with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is actions are brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsBuyer. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and shall to the fullest extent permitted by lawlaw be absolute, shall be unconditional and irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingunaffected by: (a) the occurrence or continuance of any lack event of validity of the Notes bankruptcy, reorganization or any agreement or instrument relating theretoinsolvency with respect to Buyer; (b) any amendment, supplement, reformation or other modification of the Agreement; (c) the exercise, non-exercise or delay in exercising, by Sellers or any other Person, of any of their rights under this Guaranty or the Agreement; (d) any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, Agreement or any takingother agreement, release document or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligationsinstrument relating thereto; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any permitted assignment or other circumstance transfer of the Agreement in whole or in part; (includingf) any change in ownership or control of Sellers, without limitationGuarantor or Buyer; (g) any sale, transfer or other disposition by Guarantor of any statute direct or indirect interest it may have in Buyer; or (h) the absence of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available notice to, or a discharge ofknowledge by, Parent Guarantor of the existence or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment occurrence of any of the Guaranteed Obligations is rescinded matters or must otherwise be returned by Collateral Agent, events set forth in the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeforegoing clauses.

Guaranty Absolute. Guarantor guarantees This Guaranty shall in all respects be a continuing, absolute, unconditional, and irrevocable guaranty of payment, and, subject to the provisions of Section 2.1 above, shall remain in full force and effect until all Guaranteed Obligations have been paid in full, all obligations of the Sponsors hereunder shall have been paid in full, and the commitments of the Banks under and in connection with the Loan Agreement shall have terminated. Subject to Section 2.1 above, the Sponsors jointly and severally guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement under which they arise, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Security Agent, the Agent, or the Lenders any Bank with respect thereto. The obligations liability of Guarantor the Sponsors under this Guaranty are independent of the Guaranteed Obligationsshall be joint and several and shall be continuing, absolute, unconditional, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrevocable irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity validity, legality, or enforceability of the Notes Loan Agreement or any agreement or instrument relating theretoother Operative Document; (b) the failure of the Security Agent, the Agent, the Paying Agent, or any Bank: (i) to assert any claim or demand or to enforce any right or remedy against AMD Saxonia or any other Person (including any other guarantor) under or in connection with the provisions of the Loan Agreement, any other Operative Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Guaranteed Obligations; (c) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other extension, compromise, or renewal of any Guaranteed Obligation; (d) any reduction, limitation, impairment, or termination of any Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration, right of retention or compromise, and shall not be subject to (and the Sponsors hereby waive any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Guaranteed Obligations; (e) any amendment to, rescission, waiver, or waiver of other modification of, or any consent to departure from the Notes, including, without limitationfrom, any increase in of the Guaranteed Obligations resulting from terms of the extension of additional credit to Parent Loan Agreement or otherwiseany other Operative Document; (cf) any takingaddition, exchange, release, subordination surrender, or non-perfection of any Collateralcollateral, or any taking, amendment to or waiver or release or amendment or waiver of addition of, or consent to departure from from, any other guaranty, for all held by the Security Agent, the Agent, the Paying Agent, or any Bank securing any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent AMD Saxonia, any surety (▇▇▇▇▇), or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeguarantor.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Savoy Resources or whether Parent or any other guarantor Savoy Resources is joined in any such action or actions. The liability of Guarantor under this Guaranty Agreement constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Savoy Resources or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentSavoy Resources; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Savoy Resources or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Savoy Resources or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) Subject to the provisions hereof, the Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the NotesPPA, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders WEPCO with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor under this Guaranty hereunder are independent of several from the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Seller or any other guarantor or whether Parent or any other guarantor person, and are primary obligations concerning which the Guarantor is joined in any such action or actionsthe principal obligor. The liability of Guarantor under this Guaranty constitutes a primary obligation, shall be direct and immediate and not a contract conditional or contingent upon the pursuit of suretyany remedies against the Seller or any other person, and nor against securities or liens available to WEPCO, its successors or permitted assigns. Subject to the extent permitted by lawprovisions hereof, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from from, the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Seller or any of its subsidiaries; (iii) any lack of validity or enforceability of the PPA or any agreement or instrument relating thereto; (iv) any failure of WEPCO to disclose to either the Seller or the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of either the Seller or any of its subsidiaries now or hereafter known to WEPCO (the Guarantor waiving any duty on the part of WEPCO to disclose such information); (v) any lack of due diligence by WEPCO in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (evi) any other circumstance (including, without limitation, whatsoever or any statute act of limitations) WEPCO or any existence of or reliance on any representation by Collateral Agent or the Lenders WEPCO that might otherwise constitute E-2 a legal or equitable defense available to, or a discharge of, Parent or any other a guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders WEPCO or any other entity Person upon the insolvency, bankruptcy bankruptcy, or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Seller or otherwise), all as though such payment had not been made. (b) No action which WEPCO shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Seller or any other person, shall release Guarantor's obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against WEPCO. (c) In the case of an Event of Default under the PPA or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that WEPCO shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Seller or Guarantor or realized from any security, in any manner and in any order as WEPCO, in its sole discretion, shall see fit, and all rights, powers, and remedies available to WEPCO in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of WEPCO, its successors or assigns, to pursue any of the remedies available to WEPCO, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall ,subject to the Maximum Recovery Amount, remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Seller may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the extent permitted by law, Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement, the Notes or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent the Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation the Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The obligations of the Guarantor hereunder are those of a primary obligor, and not merely a surety, and are independent of the Obligations. A separate action or actions may be brought against the Guarantor whether or not an action is brought against the Borrowers, any other guarantor or other obligor in respect of the Obligations or whether the Borrowers, any other guarantor or any other obligor in respect of the Obligations are joined in any such action or actions. (b) The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Notes, Credit Agreement and the other Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Agents or the Lenders Banks with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and that to the maximum extent permitted by applicable law, the liability of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity genuineness, validity, legality or enforceability of the Notes Credit Agreement, any other Loan Document or any other document, agreement or instrument relating theretothereto or any assignment or transfer of any thereof; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, Obligations (including, without limitation, any the possible extension of the Revolving Termination Date, Term Loan Maturity Date and increase of the amount of the Commitments all on the terms and conditions set forth in the Guaranteed Obligations resulting from Credit Agreement), or any waiver, indulgence, compromise, renewal, (iii) any release or partial release of any other guarantor or other obligor in respect of the extension of additional credit to Parent or otherwiseObligations; (civ) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral for all or any of the Obligations, or any takingrelease, release or amendment or waiver of of, or consent to departure from from, any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; (dv) any changefurnishing of any additional security for any of the Obligations; (vi) the liquidation, restructuring bankruptcy, insolvency or reorganization of any Borrower, any other guarantor or other obligor in respect of the Obligations or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (vii) any modification or termination of any intercreditor or subordination agreement pursuant to which the corporate, limited liability company claims of other creditors of the Borrowers or partnership structure or existence the Guarantor are subordinated to those of Parentthe Banks; or (eviii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent the Borrower or any other guarantor or surety. the Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any or performance of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral AgentObligations, the Lenders or any other entity part thereof, is, upon the insolvency, bankruptcy or reorganization of one or more of the Parent Borrowers or the Guarantor or otherwise (and whether as a result of pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by any demand, settlement, litigation Agent or otherwise)any Bank, all as though such payment or performance had not been made. (d) If an event permitting the acceleration of any of the Obligations shall at any time have occurred and be continuing and such acceleration shall at such time be prevented by reason of the pendency against one or more of the Borrowers of a case or proceeding under any bankruptcy or insolvency law or other creditor law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Obligations shall be deemed to have been accelerated and the Guarantor shall forthwith pay such Obligations (including, without limitation, interest which

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will shall be paid strictly in accordance with the terms of the NotesLoan Documents. For purposes of this Guaranty, regardless of the term “Loan Documents” shall have the meaning set forth in the Credit Agreement and shall include any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect theretoPermitted Swap Agreement. The obligations liability of the Guarantor under this Guaranty are independent of the Guaranteed Obligationsis absolute, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any of the Notesterms of any Loan Document, including, without limitation, including any increase or decrease in the Guaranteed Obligations resulting from the extension rate of additional credit to Parent or otherwise; interest thereon; (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, or failure to act by Administrative Agent or the Lenders with respect to, any other guarantyguaranty or support document, or any exchange, release or non-perfection of, or failure to act by Administrative Agent or the Lenders with respect to, or any impairment of any Lien on, any collateral, for all or any of the Guaranteed Obligations; ; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Guaranteed Obligations or any Loan Document; (d) any changechange in the corporate existence, restructuring structure, or termination ownership of the corporate, limited liability company or partnership structure or existence of ParentBorrower; or (e) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (f) any other circumstance setoff, recoupment, defense or counterclaim whatsoever (includingin any case, without limitationwhether based on contract, any statute of limitations) tort or any existence of or reliance on any representation by Collateral Agent other theory) with respect to the Loan Documents or the Lenders that transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, Parent Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as than the case may be, if at any time any payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any (other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (than indemnities and whether other contingent obligations not then due and payable and as a result of any demand, settlement, litigation or otherwise), all as though such payment had not to which no claim has been made).

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCredit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms the obligations described in clause (b) of Section 1 above or the rights of Collateral the Agent or the Lenders any other Financial Institution with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations in each and every particular, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsany other Obligor, irrespective or any other Person, regardless of whether any action is brought against Parent other Obligor or any other guarantor or whether Parent or any other guarantor Person is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any The lack of validity or unenforceability of the Notes Guaranteed Obligations or any agreement Credit Document (other than this Guaranty against the Guarantor) for any reason whatsoever, including, without limitation, that the act of creating the Guaranteed Obligations is ultra ▇▇▇▇▇, that the officers or instrument relating theretorepresentatives executing the documents creating the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including, without limitation, breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) any Any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, any increase (subject to Section 1), reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or other modification of the Credit Documents, or any other amendment waiver or waiver of or any consent to departure from granted under the NotesCredit Documents, including, without limitation, any increase in waivers of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any payment and performance of the Guaranteed Obligations; (dc) any changeAny release, restructuring exchange, subordination, waste, or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance impairment (including, without limitation, negligent, willful, unreasonable, or unjustifiable impairment) of any statute collateral securing payment of limitations) the Guaranteed Obligations; the failure of Agent, any other Financial Institution or any existence other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of any collateral; the fact that any Lien or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other Lien or assignment; (d) Any full or partial release of any Obligor (other than the full or partial release of the Guarantor); (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the existence, organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidation or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of Agent’s or any other Financial Institution’s transfer of the Guaranteed Obligations, notice of the financial condition of or reliance on other circumstances regarding any representation Obligor, or any other notice of any kind relating to the Guaranteed Obligations; (h) Any payment or grant of collateral by Collateral any Obligor to Agent or any other Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason Agent or any other Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Lenders Guaranteed Obligations, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including, without limitation, by way of discharge, limitation or tolling thereof under applicable bankruptcy laws; (k) Any claim or right of set-off that the Guarantor may have; and (l) Any other circumstances which might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligor (other than the termination of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwisethis Guaranty in accordance with Section 6.05), all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesFinance Documents, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Secured Party with respect thereto. The obligations Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, that the Obligations of each Guarantor under or in respect of this Guaranty are those of primary obligor, and not merely as surety, and are independent of the Guaranteed ObligationsObligations or of any other Obligations of any other Guarantor under or in respect of the Finance Documents, and that a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor Guarantor or whether Parent the Borrower or any other guarantor Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Finance Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other Obligations of any other Guarantor under or in respect of the Finance Documents, or any other amendment or waiver of or any consent to departure from the Notesany Finance Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower, any Guarantor or any of their respective Subsidiaries or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any CollateralCollateral or any other collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Guarantor under the Finance Documents or any other assets of the Borrower, any Guarantor or any of their respective Subsidiaries; (e) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower, any Guarantor or any of their respective Subsidiaries; (f) any failure of any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any other Guarantor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (eh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders any Secured Party that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders any Secured Party or any other entity Person upon the insolvency, bankruptcy bankruptcy, liquidation, receivership, examinership, administration or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation Guarantor or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsObligations, irrespective of whether any action is brought against Parent the Companies or any other guarantor Guarantor or whether Parent the Companies or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent VoIP or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentVoIP; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent VoIP or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent VoIP or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees The Guarantors, jointly and severally, guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Agents and the Lenders with respect thereto. The joint and several obligations of Guarantor the Guarantors under this Guaranty Article are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent the Borrowers or any other guarantor Guarantor or whether Parent or any other guarantor Borrower is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Guarantor or Borrower or any other guarantor or surety. This Guaranty Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrowers or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each Revolving Credit Loan/Tranche A Term Loan Guarantor, jointly and severally, and the Tranche C Term Loan Guarantor, guarantees that that, subject to Section 9.09, the Revolving Credit Loan/Tranche A Term Loan Guaranteed Obligations Obligations, in the case of the Revolving Credit Loan/Tranche A Term Loan Guarantors, and the Tranche C Term Loan Guaranteed Obligations, in the case of the Tranche C Term Loan Guarantor, will be paid strictly in accordance with the terms of the Notesthis Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Banks and the Agent or the Lenders with respect thereto. The respective obligations of Guarantor each of the Subsidiary Guarantors under this the Subsidiary Guaranty are independent of the Guaranteed Revolving Credit Loan/Tranche A Term Loan Obligations, in the case of the Revolving Credit Loan/Tranche A Term Loan Guarantors, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligationsof the Tranche C Term Loan Obligations, irrespective in respect of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionsthe Tranche C Term Loan Guarantors. The liability obligations of each Subsidiary Guarantor under this Guaranty constitutes a primary obligationhereunder shall be unconditional and absolute and, and not a contract without limiting the generality of surety, and to the extent permitted by lawforegoing, shall not be irrevocablereleased, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now discharged or hereafter have in any way relating to, any or all of the followingotherwise affected by: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of any other Loan Party under any Financing Document, by operation of law or otherwise; (ii) any lack of validity or enforceability of the Notes any Financing Document or any other agreement or instrument relating thereto; (biii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ObligationsObligations or any other obligations of the Borrower under the Financing Documents, or any other amendment or waiver of or any consent to departure from the Notesany Financing Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (civ) any taking, exchange, release, subordination impairment, invalidity or non-perfection nonperfection of any Collateral; (v) any manner of application of the Collateral or proceeds thereof, to all or any of the Guaranteed Obligations, or any taking, release manner of sale or amendment or waiver other disposition of or consent to departure from any other guaranty, Collateral for all or any of the Guaranteed ObligationsObligations or any other Obligations of the Loan Parties under the Financing Documents, or any other property or assets of the Loan Parties or any of their Subsidiaries; (dvi) any changefailure by the Agent, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor Lender Party to disclose to any Loan Party any information relating to the financial condition, operations, properties or surety. This Guaranty shall continue prospects of any other Loan Party now or hereafter known to be effective the Agent, the Collateral Agent or be reinstatedsuch Lender Party, as the case may bebe (such Subsidiary Guarantor waiving any duty on the part of the Agent, if the Collateral Agent or the Lender Parties to disclose such information); (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any obligation of any other Loan Party contained in any Financing Document; (viii) the existence of any claim, set-off or other rights which such Subsidiary Guarantor may have at any time against any payment of any of other Loan Party, the Guaranteed Obligations is rescinded or must otherwise be returned by Agent, the Collateral Agent, the Lenders any Bank Party or any other entity upon Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the insolvencyassertion of any such claim by separate suit or compulsory counterclaim; (ix) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any Financing Document, bankruptcy or reorganization any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the Parent principal of or otherwise interest on any Note or any other amount payable by it under any Financing Document; or (and whether as a result x) any other act or omission to act or delay of any demandkind by any Obligor, settlementthe Agent, litigation the Collateral Agent, any Bank Party or otherwise)any other Person or any other circumstance whatsoever which might, all as though such payment had not been madebut for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to a Subsidiary Guarantor's obligations hereunder.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Notestheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Loan Agreement, the T-Two Note, or any other T-Two Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent T- Two or any other guarantor Affiliate or Subsidiary thereof or whether Parent T-Two or any other guarantor Affiliate or Subsidiary thereof is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Guaranteed Obligation, any security therefor, or any of the Guaranteed Obligationsliability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the NotesLoan Agreement or the T-Two Note or any other T-Two Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent T-Two or any Subsidiary or Affiliate thereof or otherwise; (cii) any takingsale, exchange, release, subordination surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations (other than the Collateral pledged to the Agent and the Lenders under the Security Documents), and/or any offset against such Guaranteed Obligations, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateralsuch Lien, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against T-Two or any Affiliate or Subsidiary thereof or others (including the Guarantor); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (v) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of T-Two or any Affiliate or Subsidiary thereof, (vi) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentT-Two or any Affiliate or Subsidiary thereof; (vii) the release of T-Two or any other party, other than the Guarantor, now or hereafter liable upon or in respect of the T-Two Loan Documents; or (eviii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, Parent this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, T-Two or any Affiliate or Subsidiary thereof relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the T-Two Loan or other guarantor financial accommodations to T-Two (other than the defense of indefeasible payment). (e) The Agent may at any time and from time to time (whether or surety. not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon the Agent for repayment or recovery of any time any amount or amounts received by the Agent in payment or on account of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of laws relating to preferences, fraudulent transfers and fraudulent conveyances, and the Agent repays all or part of said amount by reason of any demandjudgment, settlementdecree or order of any court or administrative body having jurisdiction over the Agent or its property, litigation or otherwiseany settlement or compromise of any such claim effected by the Agent with any such claimant (including T-Two). In such event the Guarantor agrees that any such judgment, all decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation hereof or the cancellation of any note (including the T- Two Note) or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Agent hereunder for the amount so repaid or recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be performed and paid strictly in accordance with the terms of the NotesTransaction Documents, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Beneficiary, such Guarantor or the Lenders Company with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Company or any of the other guarantor Guarantors or whether Parent the Company or any of the other guarantor Guarantors is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of the Notes Transaction Documents or any term thereof or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Company or any Guarantor; or (eiii) any insolvency, bankruptcy, reorganization or other circumstance (including, without limitation, any statute of limitations) similar proceedings affecting the Company or its assets or any existence resulting release or discharge of or reliance on any representation by Collateral Agent or of the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretyGuaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity Beneficiary upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Company or otherwise), all as though such payment had not been mademade at such time.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (cb) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (dc) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Administrative Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent the Borrower or any other guarantor the Guarantor or whether Parent the Borrower or any other guarantor the Guarantor is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Guarantor hereby irrevocably waives waives, any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes this Agreement or any agreement or instrument relating theretohereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesthis Agreement, any Note or any other Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parentthe Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral the Administrative Agent or the Lenders any Lender that might otherwise constitute a defense available to, or a discharge of, Parent the Guarantor, the Borrower or any other guarantor or suretysurety other than payment when due. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Administrative Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent Borrower or otherwise (and whether as a result of any demand, settlement, litigation the Guarantor or otherwise), all as though such payment had not been made.. 202

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Convertible Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Guarantor or whether Parent or any other guarantor Guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) : any lack of validity or enforceability of the Convertible Notes or any agreement or instrument relating thereto; (b) ; any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Convertible Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) ; any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) ; any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) or any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, Obligations and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor Company or whether Parent or any other guarantor HSNi is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses that it may now or hereafter have hereunder in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, time manner or place of payment ofperformance, or in any other term ofterm, of all or any of the Guaranteed Obligations, Obligations or any other amendment or waiver obligations of or any consent other party to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseLoan Documents; (cb) any takingexcept pursuant to Section 5 hereof, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (c) except as provided in Section 8 hereof, any change in or restructuring of the corporate structure of HSNi; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or other circumstances (eother than performance) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent of the Guarantor under this Guaranty or any other of a guarantor or suretysurety with respect to the Guaranteed Obligations; or (e) HSNi’s insolvency, bankruptcy, assignment for the benefit of its creditors or other event that excuses, discharges or has the effect of relieving HSNi from performing the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment performance of any of the Guaranteed Obligations is rescinded rescinded, excused or must otherwise be forgiven, relinquished, ceased or returned by Collateral Agent, the Lenders or any other entity Beneficiary upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation HSNi or otherwise), all as though such payment performance had not been made.

Guaranty Absolute. Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Banks with respect thereto. The obligations liability of Guarantor the Parent under this Guaranty are independent 5 with regard to the Guaranteed Obligations of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Borrower shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (ai) any lack of validity or enforceability of this Credit Agreement with respect to the Borrower (with regard to such Guaranteed Obligations), the Notes of the Notes Borrower, the Loan Documents, or any other agreement or instrument relating thereto; ; (bii) any change in the timetime of, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, Obligations of the Borrower or any other amendment or waiver of or any consent to departure from this Credit Agreement (with regard to such Guaranteed Obligations) or the Notes, including, without limitation, any increase in Notes of the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; Borrower; (ciii) any taking, exchange, release, subordination release or non-perfection nonperfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; Obligations of the Borrower; (div) any change, restructuring or termination change in ownership of the corporate, limited liability company Borrower; (v) any acceptance of any partial payment(s) from the Borrower; or partnership structure or existence of Parent; or (evi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of its Guaranteed Obligations. The obligations of the Parent or any other guarantor or surety. This Guaranty contained in this 5 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity Banks upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Subject to Section 4 of this Guaranty, Guarantor guarantees agrees that the Guaranteed Obligations will its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and shall not be paid strictly in accordance with the terms affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless ▇▇▇▇▇▇▇▇▇ agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationagreement, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter Principal have in any way relating to, any or all of the following:been paid; and (ae) any lack of validity of Guarantor shall continue to be liable under this Guaranty and the Notes or any provisions hereof shall remain in full force and effect notwithstanding: Any modification, amendment, supplement, extension, renewal, compromise, acceleration, agreement or instrument relating theretostipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby, all from time to time, before or after any default, without notice to or further assent from Guarantor; (bii) any change in the time, manner Beneficiary's waiver of or place of payment of, or in any other term of, all or failure to enforce any of the Guaranteed Obligationsterms, covenants or conditions contained in the Agreement; Any release of Principal or any other amendment or waiver of guarantor from any liability with respect to the Obligations or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseportion thereof; (civ) Any furnishing to Beneficiary of collateral for any taking, Obligation or any exchange, release, subordination failure to preserve, waste, deterioration, sale or non-perfection disposition of any Collateralcollateral, including any release, compromise or subordination of any real or personal property then held by Beneficiary as security for the performance of the Obligations or any portion thereof, or any taking, release or amendment or waiver of or consent to departure from substitution with respect thereto; Without in any other guaranty, for all or any way limiting the generality of the Guaranteed Obligations; (d) foregoing, if Beneficiary is awarded a judgment in any change, restructuring or termination suit brought to enforce a portion of the corporateObligations, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders such judgment shall not be deemed to release Guarantor from its covenant to pay that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any portion of the Guaranteed Obligations which is rescinded or must otherwise be returned by Collateral Agent, not the Lenders or any other entity upon the insolvency, bankruptcy or reorganization subject of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.suit;

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Agents, the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty Article are primary and original obligations (and this Article is not merely the creation of a surety relationship) and are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Loan Party or whether Parent or any other guarantor Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Article shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent any Loan Party or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Loan Party; or (e) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Agents, the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent any Loan Party or any other guarantor or surety. This Guaranty Article shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agentthe Agents, the Lenders Lenders, or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees agrees that the Guaranteed Obligations will be paid strictly in accordance with the terms its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and is not affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the Notesforegoing and without limiting the generality thereof, regardless Guarantor agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collectibility, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Agreement or the pursuit by Beneficiary of any law, regulation remedies which it now has or order now or may hereafter in effect in any jurisdiction affecting any have under the Agreement; (b) Beneficiary may enforce this Guaranty upon the occurrence of such terms or a default by Principal under the rights Agreement notwithstanding the existence of Collateral Agent or the Lenders a dispute between Beneficiary and Principal with respect thereto. to the existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether or not any action is brought against Parent Principal or any other guarantor guarantors and whether or whether Parent or any other guarantor not Principal is joined in any such action or actions. The ; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, or exercise any other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this Guaranty constitutes a primary obligationGuaranty, and not a contract of surety, and except to the extent permitted the amount(s) owed to Beneficiary by law, Principal have been paid; and (e) Guarantor shall continue to be irrevocable, absolute liable under this Guaranty and unconditional irrespective of, the provisions hereof shall remain in full force and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingeffect notwithstanding: (ai) Any modification, amendment, supplement, extension, agreement or stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Agreement or the obligations encompassed thereby; (ii) Beneficiary's waiver of or failure to enforce any lack of validity of the Notes terms, covenants or conditions contained in the Agreement; (iii) Any release of Principal or any agreement other guarantor from any liability with respect to the Obligations or instrument relating any portion thereof; (iv) Any release, compromise or subordination of any real or personal property then held by Beneficiary as security for the performance of the Obligations or any portion thereof, or any substitution with respect thereto; (bv) Without in any change way limiting the generality of the foregoing, if Beneficiary is awarded a judgment in any suit brought to enforce a portion of the timeObligations, manner or place such judgment is not deemed to release Guarantor from its covenant to pay that portion of payment the Obligations which is not the subject of such suit; (vi) Beneficiary's acceptance and/or enforcement of, or failure to enforce, any other guaranties or any portion of this Guaranty; (vii) Beneficiary's exercise of any other rights available to it under the Agreement; (viii) Beneficiary's consent to the change, reorganization or termination of the corporate structure or existence of the Principal and to any corresponding restructuring of the Obligations; (ix) Any failure to perfect or continue perfection of a security interest in any collateral that secures the Obligations; (x) [Intentionally omitted;] and (xi) Any other term of, all act or any of the Guaranteed Obligationsthing or omission, or delay to do any other amendment act or waiver thing that might in any manner or to any extent vary the risk of Guarantor as an obligor with respect to the Obligations. (f) Guarantor agrees that upon a demand for payment under this Guaranty in accordance with Section 1 hereof, Guarantor shall pay such Obligations as are included in such demand notwithstanding any defenses, setoffs or any consent counterclaims that Principal may allege or assert against Beneficiary with respect to departure from the NotesObligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (e) any other circumstance (including, without limitation, any statute of limitationsfrauds and accord and satisfaction; provided that Guarantor reserves the right to assert any defenses, setoffs or counterclaims that Principal may allege or assert against Beneficiary (except for such defenses, setoffs or counterclaims as are expressly waived under other provisions of this Guaranty) in a subsequent action for recoupment, restitution or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madereimbursement.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent Subsidiary or any other guarantor or whether Parent Subsidiary or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity of the Notes or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Subsidiary or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentSubsidiary; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Subsidiary or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent Subsidiary or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor Each of the Parent and Consolidated Industries guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent the Agents or the Lenders with respect thereto. The obligations of Guarantor the Parent and Consolidated Industries under this Guaranty Section 18 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor Parent and Consolidated Industries to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor the Borrowers or whether Parent or any other guarantor is the Borrowers are joined in any such action or actions. The liability of Guarantor the Parent and Consolidated Industries under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 18 shall be irrevocable, absolute and unconditional irrespective of, and Guarantor each of Parent and Consolidated Industries hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrowers or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentany Borrower; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent the Agents or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent Parent, Consolidated Industries, any Borrower or any other guarantor or surety. This Guaranty Section 18 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders a Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and with respect to the extent permitted by law, guaranteed obligations shall be irrevocable, absolute and unconditional unconditional, irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes Agreement or any other agreement or instrument relating thereto; provided, that this clause shall not ever have the effect of increasing the liability of the Guarantor beyond the obligations of the Contractor set forth in the Agreement, assuming, for purposes of establishing Guarantor's liability hereunder, that such obligations are valid and enforceable obligations of Contractor; (b) any change in the timeamendment to, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from from, or failure to exercise any right, remedy, power or privilege under or in respect of, the NotesAgreement, includingunless Owner, without limitationand any assignee of Owner pursuant to Section ll hereof, any increase shall expressly agree otherwise in writing, and then only to the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseextent that such liability is released in such written agreement; (c) any taking, exchange, release, subordination release or non-perfection nonperfection of any Collateralcollateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, guaranty of or security for the performance of all or any of the Guaranteed Obligations; obligations of Contractor under the Agreement; (d) the insolvency of Contractor or any changeother guarantor or any proceeding, restructuring voluntary or termination involuntary, involving the bankruptcy, insolvency, receivership, reorganization, arrangement, dissolution or liquidation of Contractor or any other guarantor or any defense which Contractor or any other guarantor may have by reason of the corporateorder, limited liability company decree or partnership structure decision of any court or existence of Parent; oradministrative body resulting from any such proceeding; (e) any other circumstance (change in ownership of Contractor or any change, whether direct or indirect, in Guarantor's relationship to Contractor, including, without limitation, any statute such change by reason of limitations) any merger or any existence sale, transfer, issuance, or other disposition of any stock of Contractor, Guarantor or reliance on any representation by Collateral Agent other entity; and (f) any other circumstance of a similar or the Lenders different nature that might otherwise constitute a defense available toto Guarantor as a guarantor. Except as provided above in this Section 2, or in no event shall the obligations of Guarantor hereunder exceed the obligations Guarantor would have had if it were itself a discharge ofparty to the Agreement, Parent or any other guarantor or suretyand Guarantor shall have all rights and defenses of "Contractor" under the terms of the Agreement. This Guaranty shall continue to be effective effective, or be reinstated, as the case may be, if at any time any payment of made, or any of part thereof, to Owner by Contractor under the Guaranteed Obligations Agreement or by Guarantor hereunder is ordered rescinded or must otherwise be returned by Collateral AgentOwner to Contractor or its representative for any reason, the Lenders or any other entity including, without limitation, upon the insolvency, bankruptcy bankruptcy, reorganization, dissolution or reorganization liquidation of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Contractor or otherwise), all as though such payment had not been made.

Guaranty Absolute. This Guaranty shall constitute a guaranty of payment and of performance and not of collection, and the Parent Guarantor specifically agrees that it shall not be necessary, and that the Parent Guarantor shall not be entitled to require, before or as a condition of enforcing the obligations of the Parent Guarantor under this Guaranty or requiring payment or performance of the Liabilities by the Parent Guarantor hereunder, or at any time thereafter, that any Person: (i) file suit or proceed to obtain or assert a claim for personal judgment against the Borrower or any other Person that may be liable for any Liabilities; (ii) make any other effort to obtain payment or performance of any Liabilities from the Borrower or any other Person that may be liable for such Liabilities; (iii) foreclose against or seek to realize upon the Collateral or any other security now or hereafter existing for such Liabilities; (iv) exercise or assert any other right or remedy to which such Person is or may be entitled in connection with any Liabilities or any security or other guaranty therefor; or (v) assert or file any claim against the assets of any other Person liable for any Liabilities. Notwithstanding anything herein to the contrary, no provision of this Guaranty shall require the Parent Guarantor to pay, perform or discharge any Liabilities prior to the time such Liabilities are due and payable. When making any demand hereunder against the Parent Guarantor, none of the Agent or any Lender need make a similar demand on the Borrower; provided that any failure by the Agent or any Lender to make any such demand or to collect any payments from the Borrower shall not relieve the Parent Guarantor of its obligations or liabilities hereunder and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent and/or such Lender against the Parent Guarantor. The Agent and/or the Lenders may in all events pursue its rights under this Guaranty prior to or simultaneously with pursuing its various rights referred to in the Credit Agreement, as the Agent and/or such Lender may determine. The Parent Guarantor agrees that this Guaranty shall be continuing and the Parent Guarantor guarantees that the Guaranteed Obligations Liabilities will be paid and performed strictly in accordance with the terms of the Notesapplicable Loan Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or and/or the Lenders with respect thereto. The If for any reason the Borrower shall fail to fully and timely pay or perform and discharge any Liabilities to be paid or performed by the Borrower (whether affirmative or negative in character), the Parent Guarantor shall promptly on demand by the Agent and/or any Lender pay or perform or cause to be paid or performed, as the case may be, such Liabilities. Each of the obligations of the Parent Guarantor under this Guaranty are is separate and independent of each other obligation of the Parent Guarantor under this Guaranty and separate and independent of the Guaranteed ObligationsLiabilities, and the Parent Guarantor agrees that a separate action or actions may be brought and prosecuted against the Parent Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability obligations of the Parent Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be continuing and irrevocable, absolute and unconditional irrespective ofunconditional, primary and Guarantor hereby irrevocably waives any defenses it may now original and immediate and not contingent and shall remain in full force and effect without regard to and not be released, discharged or hereafter have in any way relating toaffected by any circumstance or condition (other than by payment in full of the Liabilities) including, without limitation, the occurrence of any one or all more of the following: (ai) any lack of validity or enforceability of any of the Notes Liabilities under the Credit Agreement and the other Loan Documents or any document entered into in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, any provision thereof, or any other agreement or instrument relating theretothereto or the absence of any action to enforce the same; (bii) any failure, omission, delay or lack on the part of the Agent and/or the Lenders to enforce, assert or exercise any right, power, privilege or remedy conferred on the Agent and/or the Lenders in the Credit Agreement, the Security Agreement, this Guaranty or any other Loan Document, or the inability of the Agent and/or the Lenders to enforce any provision of the Credit Agreement or any other Loan Document for any reason, or any other act or omission on the part of the Agent or any Lender; (iii) any change in the time, manner or place of payment ofperformance or of payment, or in any other term of, all or any of the Guaranteed ObligationsLiabilities, or any other modification, supplement, amendment or waiver of or any consent to departure from the Notes, including, without limitationterms and conditions of any of the Credit Agreement, any increase other Loan Document or any document entered into in connection with the Guaranteed Obligations resulting from transactions contemplated by the extension of additional credit to Parent Credit Agreement or otherwisethe other Loan Documents; (civ) any taking, exchange, release, subordination release or non-perfection of the Collateral or any Collateralother collateral or security, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed ObligationsLiabilities or the acceptance of any security therefor; (dv) the waiver by the Agent and/or any Lender of the performance or observance by the Borrower of any of the Liabilities, the waiver of any default in the performance or observance thereof, any extension by the Agent and/or any Lender of the time for payment or performance and discharge by the Borrower of any Liabilities or any extension, indulgence or renewal of any Liabilities; (vi) any bankruptcy, suspension of payments, insolvency, sale of assets, winding-up, dissolution, liquidation, receivership or reorganization of, or similar proceedings involving the Borrower or its assets or any resulting release or discharge of any of the Liabilities; (vii) the recovery of any judgment against any Person or any action to enforce the same; (viii) any failure or delay in the enforcement of the Liabilities of any Person under the Credit Agreement or any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents or any provision thereof; (ix) any set-off, counterclaim, deduction, defense, abatement, suspension, deferment, diminution, recoupment, limitation or termination available with respect to any Liabilities and, to the extent permitted by Applicable Law, irrespective of any other circumstances that might otherwise limit recourse by or against the Parent Guarantor or any other Person; (x) the obtaining, the amendment or the release of or consent to any departure from the primary or secondary obligation of any other Person, in addition to the Parent Guarantor, with respect to any Liabilities; (xi) any compromise, alteration, amendment, modification, extension, renewal, release or other change, or waiver, consent or other action, or delay or omission or failure to act, in respect of any of the terms, covenants or conditions of the Credit Agreement, any other Loan Document or any document entered into in connection with the transactions contemplated by the Credit Agreement or any other Loan Document, or any other agreement or any related document referred to therein, or any assignment or transfer of any thereof; (xii) any manner of application of Collateral or Proceeds thereof, to all or any of the Liabilities, or any manner of sale or other disposition of any Collateral, or any furnishing or acceptance of additional collateral; (xiii) any change in control in the ownership of the Borrower, any change, merger, demerger, consolidation, restructuring or termination of the corporate, limited liability company or partnership corporate structure or existence of Parent; orthe Borrower or any of its Subsidiaries; (exiv) to the fullest extent permitted by Applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety with respect to any Liabilities; (xv) any default, failure or delay, whether as a result of actual or alleged force majeure, commercial impracticability or otherwise, in the performance of the Liabilities, or by any other act or circumstances which may or might in any manner or to any extent vary the risk of the Parent Guarantor, or which would otherwise operate as a discharge of the Parent Guarantor; (xvi) the existence of any other obligation of the Parent Guarantor, or any limitation thereof, in the Credit Agreement or any other Loan Document; (xvii) any regulatory change or other governmental action (whether or not adverse); or (xviii) the partial payment or performance of the Liabilities (whether as a result of the exercise of any right, remedy, power or privilege or otherwise) or the invalidity of any payment for any reason whatsoever. Should any money due or owing under this Guaranty not be recoverable from the Parent Guarantor due to any of the matters specified in clauses (i) through (xviii) above or for any other reason, then, in any such case, such money shall nevertheless be recoverable from the Parent Guarantor as though the Parent Guarantor were principal debtor in respect thereof and not merely a guarantor or suretyand shall be paid by the Parent Guarantor forthwith. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment payment, or any part thereof, of any of the Guaranteed Obligations Liabilities is rescinded or must otherwise be restored or returned by Collateral Agentthe Agent and/or any Lender for any reason whatsoever, the Lenders or any other entity whether upon the insolvency, bankruptcy bankruptcy, dissolution, liquidation or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made, and the Parent Guarantor agrees that it will indemnify the Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, fees and disbursement of counsel) incurred by any such Person in connection with such rescission or restoration. If an event permitting the exercise of remedies under the Credit Agreement or any other Loan Document shall at any time have occurred and be continuing and such exercise, or any consequences thereof provided in the Credit Agreement or any other Loan Document, shall at such time be prevented by reason of the pendency against the Borrower of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, amounts payable under the Credit Agreement and the other Loan Documents shall be deemed to have been declared in default, with all attendant consequences as provided in the Credit Agreement and the other Loan Documents as if such declaration of default and the consequences thereof had been accomplished in accordance with the terms of the Credit Agreement and the other Loan Documents, and the Parent Guarantor shall forthwith pay any amounts guaranteed hereunder, without further notice or demand.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and/or any other document, instrument or agreement creating or evidencing the NotesObligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Borrower with respect thereto. The obligations Each Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Borrower will contract additional indebtedness for which such Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against liable hereunder after Borrower's financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. Each Guarantor acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce such Guarantor to enforce such obligations, irrespective enter into this Agreement and (ii) any extension of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionscredit to Borrower shall be governed solely by the provisions of this Loan Agreement and the Ancillary Agreements. The liability of each Guarantor under this Guaranty constitutes a primary obligationAgreement shall be absolute and unconditional, in accordance with its terms, and not a contract of suretyshall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of this Agreement and the Ancillary Agreements or any other instruments or agreements relating to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives Obligations or any defenses it may now assignment or hereafter have in transfer of any way relating to, any or all of the following: thereof; (ab) any lack of validity or enforceability of any of this Agreement, the Notes Ancillary Agreements or any agreement assignment or instrument relating thereto; (b) transfer of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; thereof; (c) any takingfurnishing of any additional security to Agent and Lenders or its assignees or any acceptance thereof or any release of any security by Agent and Lenders or its 55 60 assignees; (d) any limitation on any party's liability or obligation under this Agreement, the Ancillary Agreements or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Borrower, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing; (f) any exchange, release, subordination release or non-perfection nonperfection of any Collateral, or any takingrelease, release or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; ; or (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent or any other guarantor or suretyGuarantor. This Guaranty Any amounts due from any Guarantor to Agent and Lenders shall continue bear interest until such amounts are paid in full at the highest rate then applicable to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeObligations.

Guaranty Absolute. The Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesCombined Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect theretoto enforce any Obligations against the Borrower or any Loan Party other than the Guarantor. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against Parent or any other guarantor the Borrower or whether Parent or any other guarantor the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Combined Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any Combined Loan Document (but subject to Section l(b) hereof) provided that with respect to -------- any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent the Borrower (including amounts paid by the Agent or otherwiseany Lender that are deemed to constitute extensions of credit to the Borrower) this clause (b) shall apply only to any increase in the Guaranteed Obligations resulting from credit extended to protect and preserve any Multistate Collateral or California Collateral or the Lien in favor of the Agent and the Lenders therein; (c) any taking, exchange, release, subordination release or non-perfection of any Multistate Collateral or California Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Multistate Collateral or California Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Multistate Collateral or California Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrower; (e) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parentthe Borrower or the discharge or other modification, in bankruptcy or otherwise, of the obligations of the Borrower; (f) any failure of the Agent or the Lenders to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties (including the Hotel Properties and the respective interest of any Loan Party therein) or prospects of any other Loan Party now or in the future known to the Agent or any Lender (the Guarantor waiving any duty on the part of the Agent and the Lenders to disclose such information); or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent the Borrower or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Agent or any other entity Lender upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. This Guaranty shall be construed as a continuing, absolute, unconditional and irrevocable guarantee of payment and shall remain in full force and effect until all Guaranteed Obligations of the Borrower have been paid in full, all obligations of Guarantor hereunder have been paid in full and all Loan Documents shall have terminated. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement, and that all other Guaranteed Obligations shall be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of the Notes Loan Agreement, the Note, any other Loan Document or any other agreement or instrument relating theretoto any thereof; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitationLoan Agreement, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Schedule or otherwiseany other Loan Document; (c) any takingaddition, exchange, release, subordination release or non-perfection of any Collateralcollateral, or any taking, release 84 or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination the failure of the corporateLender or any holder of a Loan Document: (i) to assert any claim or demand or to enforce any right or remedy against the Borrower or any other person or entity (including any other guarantor) under the provisions of the Loan Agreement, limited liability company any Schedule or partnership structure any other Loan Document or existence otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Guaranteed Obligations of Parent; orthe Borrower; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Loan Agreement, any Schedule, or any other Loan Document; (f) any defense, set-off or counter-claim which may at any time be available to or be asserted by the Borrower against the Lender; (g) any reduction, limitation, impairment or termination of the Guaranteed Obligations of the Borrower for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Guaranteed Obligations of the Borrower or otherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent the Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeGuarantor.

Guaranty Absolute. Each Term B Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders Lender with respect thereto. The obligations of each Term B Guarantor under this Guaranty Section 16 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Term B Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor Borrowers or whether Parent or any other guarantor is Borrowers are joined in any such action or actions. The liability of each Term B Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, Section 16 shall be irrevocable, absolute and unconditional irrespective of, and each Term B Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of the Notes any Loan Document or any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notesany Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent Normandy or otherwise; (c) any taking, exchange, release, subordination release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of ParentNormandy; or (e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders Lender that might otherwise constitute a defense available to, or a discharge of, Parent any Term B Guarantor, any Borrower or any other guarantor or surety. This Guaranty Section 16 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders Lender or any other entity Person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Normandy or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral the Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent obligation of the Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be absolute and unconditional under any and all circumstances. This is brought against Parent or any other guarantor or whether Parent or any other guarantor a Guarantee of payment and not of collection and is joined in any such action or actionsintended to be and shall be construed as a continuing guarantee. The liability of the Guarantor under this Guaranty Article X constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity notice of the Notes state of indebtedness of the Borrower under the Loans or the release, substitution or variation of any agreement collateral or instrument relating thereto;other guarantee which may at any time be held as security for any Loans all without relieving the Guarantor of any liability under this Agreement, (b) promptness, diligence, notice of acceptance of this Agreement and of any change in extension of any loan or other financial accommodation by the time, manner or place Lenders to the Borrower, (c) presentment and demand for payment of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;, (d) protest and notice of dishonor or default to the Guarantor or to any change, restructuring or termination other party with respect to any of the corporate, limited liability company or partnership structure or existence of Parent; orObligations, (e) all other notices to which the Guarantor might otherwise be entitled except as specifically herein provided, (f) any illegality, lack of validity or enforceability of any Guaranteed Obligation, and (g) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a legal or equitable discharge of, Parent of the Borrower or the Guarantor or any other guarantor or surety. This Guaranty Article X shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Collateral Agent, the Agent or the Lenders or any other entity person upon the insolvency, bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation Borrower or otherwise), all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the NotesLoan Agreement, the Notes and the other Loan Documents regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Collateral Agent or the Lenders any Lender with respect thereto. The obligations Guarantor agrees that this Guaranty is a guaranty of payment and performance when due and not of collectability. This Guaranty is a primary obligation of Guarantor under this Guaranty are independent and not merely a contract of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations, irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is joined in any such action or actionssurety. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity genuineness, validity, regularity or enforceability of the Notes Loan Agreement or any agreement or instrument relating theretoother Loan Document; (b) any lack of validity, regularity or enforceability of this Guaranty; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from the NotesLoan Agreement, including, without limitation, the Guaranty or any increase in the Guaranteed Obligations resulting from the extension of additional credit to Parent or otherwiseother Loan Document; (cd) any taking, exchange, release, subordination release or non-perfection of any Collateralsecurity interest in any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) the insolvency of Borrower or any Guarantor or any Indemnity Guarantor; (f) any changefailure on the part of Agent or any other Person to exercise, restructuring or termination of any delay in exercising, any right under the corporate, limited liability company Loan Agreement or partnership structure or existence of Parentany other Loan Document; or (eg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Collateral Agent or the Lenders that which might otherwise constitute a defense available to, or a discharge of, Parent Borrower or any other guarantor Guarantor or surety. This Guaranty shall continue Indemnity Guarantor with respect to be effective the Guaranteed Obligations (including, without limitation, all defenses based on suretyship or be reinstatedimpairment of collateral, as and all defenses that Borrower may assert to the case may be, if at any time any payment of any repayment of the Guaranteed Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury), this Guaranty and the obligations of Guarantor under this Guaranty. Guarantor hereby agrees that if Borrower or any Guarantor or any Indemnity Guarantor is the subject of a bankruptcy case under the Bankruptcy Code, it will not assert the pendency of such case or any order entered therein as a defense to the timely payment of the Guaranteed Obligations. Guarantor hereby waives notice of or proof of reliance by Agent or any Lender upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (as to Borrower only) in reliance upon this Guaranty. Guarantor hereby agrees that this Guaranty is rescinded a guaranty of payment and not simply collection. Guarantor recognizes and agrees that Borrower, after the date hereof, may incur additional Indebtedness or must otherwise be returned by Collateral Agentother obligations, fees and expenses to Agent or the Lenders under the Loan Agreement, refinance existing Guaranteed Obligations or pay existing Guaranteed Obligations and subsequently incur additional Indebtedness to Agent or the Lenders under the Loan Agreement, and that in any other entity such transaction, even if such transaction is not now contemplated, Agent or the Lenders will rely in any such case upon this Guaranty and the insolvency, bankruptcy enforceability thereof against Guarantor and that this Guaranty shall remain in full force and effect with respect to such future Indebtedness of Borrower to Agent or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been madeLenders.