Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor The Partnership hereby guarantees that the HEP Operating Payment Obligations will be paid paid, and the HEP Performance Obligations will be performed, strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights this Agreement. The obligations of the Agent Partnership under this Agreement constitute a present and continuing guaranty of payment and performance, and not of collection or the Lenders with respect theretocollectability. The liability of Guarantor the Partnership under this Guaranty Agreement shall be absolute absolute, unconditional, present, continuing and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) (i) any change in the amount, interest rate or due date assignment or other term transfer of this Agreement or any of the Obligations; (ii) any change in the time, place or manner rights thereunder of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingHFRM; (b) any lack amendment, waiver, renewal, extension or release of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any consent to or departure from or other document, instrument action or agreement referred inaction related to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthis Agreement; (c) any furnishing to the Agent acceptance by HFRM of partial payment or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsperformance from HEP Operating; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Person, HEP Operating or any action taken with respect to this Guaranty Agreement by any trustee or receiver, or by any court, in any such proceeding; (fe) any nonperfection absence of any security interest notice to, or other Lien on knowledge of, the Partnership, of the existence or occurrence of any of the collateral securing any of matters or events set forth in the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; foregoing subsections (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofthrough (iv); or (jf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of the Partnership hereunder shall not be subject to any Guarantor hereunderreduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Operating Obligations or otherwise.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will Liabilities shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoFacilities. The liability of each Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the ObligationsFacility Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or Liability, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreementfrom, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing non-perfection of any collateral, for all or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsFacility Documents or Liabilities; (c) any present or future law, regulation or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer 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 any Facility Document or Liability; (d) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Facility Document or Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Facility Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderthe Borrowers.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder. The value of the consideration received and to be received by each Guarantor is reasonably worth at least as much as the liability and obligation of each Guarantor incurred or arising under the Loan Documents. Each Guarantor has determined that such liability and obligation may reasonably be expected to substantially benefit each Guarantor directly or indirectly. Each Guarantor has had full and complete access to the underlying papers relating to the Loans and all of the Loan Documents, has reviewed them and is fully aware of the meaning and effect of their contents. Each Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guaranty and which a diligent inquiry would reveal. Each Guarantor has adequate means to obtain from each other Credit Party on a continuing basis information concerning such other Credit Party’s financial condition, and is not depending on the Administrative Agent or the Lenders to provide such information, now or in the future. Each Guarantor agrees that neither the Administrative Agent nor any of the Lenders shall have any obligation to advise or notify any Guarantor or to provide any Guarantor with any data or information regarding any other Credit Party.

Guaranty Absolute. Guarantor guarantees The Guarantors guarantee that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameNote, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Lender with respect thereto. The liability of Guarantor the Guarantors under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate regularity or due date or other term of any enforceability of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, Note or any other document agreement or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereto; (b) any lack of validity validity, regularity or enforceability of the Credit Agreement, any of the other Loan Documents, this Guaranty or any other document, agreement or instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingrelating hereto; (c) any furnishing to change in the Agent time, manner or the Lenders place of payment of, or in any security for other term of, all or any of the Obligations, or any sale, exchange, release other amendment or surrender of, waiver of or realization on, any collateral security for consent to departure from the ObligationsNote; (d) any settlement exchange, release or compromise non-perfection of any of the Obligations, any security thereforcollateral, or any liability release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (ge) any act failure on the part of the Lender to exercise, or failure to act by any delay in exercising, any right under the Borrower Note or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofdocument; or (jf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Debtor, the Guarantors or any Guarantor hereunderother guarantor of all or a portion of the Obligations (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that the Debtor may assert to the repayment of the 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 the Guarantors under this Guaranty.

Guaranty Absolute. Guarantor The Partnership hereby guarantees that the Seller Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights this Agreement. The obligations of the Agent Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or the Lenders with respect theretocollectability. The liability of Guarantor the Partnership under this Guaranty Agreement shall be absolute absolute, unconditional, present, continuing and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) (i) any change in the amount, interest rate or due date assignment or other term transfer of this Agreement or any of the Obligations; rights thereunder of Buyer; (ii) any change in the timeamendment, place waiver, renewal, extension or manner release of payment of all or any portion of the Obligations; consent to or departure from or other action or inaction related to this Agreement; (iii) any amendment or waiver of, or consent to the departure acceptance by Buyer of partial payment from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingSeller; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (eiv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Person, Seller or any action taken with respect to this Guaranty Agreement by any trustee or receiver, or by any court, in any such proceeding; (fv) any nonperfection absence of any security interest notice to, or other Lien on knowledge of, the Partnership, of the existence or occurrence of any of the collateral securing any of matters or events set forth in the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; foregoing subsections (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofthrough (iv); or (jvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of the Partnership hereunder shall not be subject to any Guarantor hereunderreduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Seller Obligations or otherwise.

Guaranty Absolute. Guarantor ▇▇▇▇▇ hereby guarantees that the ▇▇▇▇▇ Tulsa Payment Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameAgreement. The obligations of ▇▇▇▇▇ under this Agreement constitute a present and continuing guaranty of payment, regardless and not of any legal requirement now collection or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretocollectability. The liability of Guarantor ▇▇▇▇▇ under this Guaranty Agreement shall be absolute absolute, unconditional, present, continuing and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) (i) any change in the amount, interest rate or due date assignment or other term transfer of the Agreement or any of the Obligations; rights thereunder of HEP Tulsa or HEP Storage-Tulsa; (ii) any change in the timeamendment, place waiver, renewal, extension or manner release of payment of all or any portion of consent to or departure from or other action or inaction related to the Obligations; Agreement; (iii) any amendment acceptance by HEP Tulsa or waiver of, HEP Storage-Tulsa of partial payment or consent to the departure performance from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing▇▇▇▇▇ Tulsa; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (eiv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Person, ▇▇▇▇▇ Tulsa or any action taken with respect to this Guaranty the Agreement by any trustee or receiver, or by any court, in any such proceeding; (fv) any nonperfection absence of any security interest notice to, or other Lien on knowledge of, ▇▇▇▇▇, of the existence or occurrence of any of the collateral securing any of matters or events set forth in the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; foregoing subsections (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofthrough (iv); or (jvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of ▇▇▇▇▇ hereunder shall not be subject to any Guarantor hereunderreduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the ▇▇▇▇▇ Tulsa Payment Obligations or otherwise.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will shall be paid and performed strictly in accordance with the terms of the documents evidencing the sameLoan Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights rights, powers, or remedies of the Agent or the Lenders Lender with respect thereto. This is a guaranty of payment, and not just of collection. The liability of each Guarantor under this Guaranty Agreement for the Obligations or otherwise shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated irrespective of one or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): more of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of any Loan Document or any provision thereof; (b) any change in the Credit Agreementtime, manner or place of payment of, or in any other term of, any or all of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; Obligations; (c) any furnishing to the Agent waiver, termination, renewal, replacement, amendment or the Lenders of any security for the Obligationsother modification of, or any saleconsent to any departure from, any Loan Document or any provision thereof; (d) any taking, exchange, release or surrender of, non-perfection of any real or realization on, any collateral personal property security for the Obligations; (d) any settlement or compromise of any all of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; ; (e) any bankruptcytaking, insolvencywaiver, reorganizationrelease, composition, adjustment, dissolution, liquidation amendment or other like proceeding relating modification of, or any consent to departure from, any other guaranty of or liability for any or all of the Obligations; (f) any manner of sale or other disposition of any real or personal property security for any or all of the Obligations; (g) any manner of application of any real or personal property security, or any proceeds of any such security, to any or all of the Obligations; (h) any change, restructuring or termination of the structure or existence of Borrower, any other Guarantorguarantor or other obligor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers other circumstance (other than payment and performance of the Borrower or Obligations in the exercise thereof; or (jfull) any other circumstance which that might otherwise constitute a suretyship or other defense available toto either Guarantor. Each Guarantor acknowledges that it has received copies of the Loan Documents now in existence, or a discharge of, any Guarantor hereunderand has reviewed them to its satisfaction.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s 's subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder. The value of the consideration received and to be received by each Guarantor is reasonably worth at least as much as the liability and obligation of each Guarantor incurred or arising under the Loan Documents. Each Guarantor has determined that such liability and obligation may reasonably be expected to substantially benefit each Guarantor directly or indirectly. Each Guarantor has had full and complete access to the underlying papers relating to the Loans and all of the Loan Documents, has reviewed them and is fully aware of the meaning and effect of their contents. Each Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guaranty and which a diligent inquiry would reveal. Each Guarantor has adequate means to obtain from each other Credit Party on a continuing basis information concerning such other Credit Party's financial condition, and is not depending on the Administrative Agent or the Lenders to provide such information, now or in the future. Each Guarantor agrees that neither the Administrative Agent nor any of the Lenders shall have any obligation to advise or notify any Guarantor or to provide any Guarantor with any data or information regarding any other Credit Party.

Guaranty Absolute. Guarantor Mondelēz International guarantees that the Designated Subsidiary Obligations will be paid strictly in accordance with the terms of the documents evidencing the samethis Agreement, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of Guarantor Mondelēz International under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard tounconditional, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate enforceability or due date or other term genuineness of any provision of the Obligations; this Agreement, any Designation Agreement, any Note or any other agreement or instrument relating thereto; (iib) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Designated Subsidiary Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document amendment or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, waiver of or any other action or inaction under or in respect of, the Credit consent to departure from this Agreement, any of the other Loan Documents, Designation Agreement or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingNote; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender ofnon-perfection of any collateral, or realization onany release or amendment or waiver of or consent to departure from any other guaranty, for all or any collateral security for of the Designated Subsidiary Obligations; (d) any settlement law or compromise regulation of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower jurisdiction or any other Person, or event affecting any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection term of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofa Designated Subsidiary Obligation; or (je) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor hereunderother Borrower. 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 Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Guarantor guarantees that the Obligations will shall be paid and performed strictly in accordance with the terms of the documents evidencing the sameLoan Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights rights, powers, or remedies of the Agent or the Lenders Lender with respect thereto. This is a guaranty of payment, and not just of collection. The liability of Guarantor under this Guaranty Agreement for the Obligations or otherwise shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated irrespective of one or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): more of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of any Loan Document or any provision thereof; (b) any change in the Credit Agreementtime, manner or place of payment of, or in any other term of, any or all of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; Obligations; (c) any furnishing to the Agent waiver, termination, renewal, replacement, amendment or the Lenders of any security for the Obligationsother modification of, or any saleconsent to any departure from, any Loan Document or any provision thereof; (d) any taking, exchange, release or surrender of, nonperfection of any real or realization on, any collateral personal property security for the Obligations; (d) any settlement or compromise of any all of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; ; (e) any bankruptcytaking, insolvencywaiver, reorganizationrelease, composition, adjustment, dissolution, liquidation amendment or other like proceeding relating modification of, or any consent to departure from, any other guaranty of or liability for any or all of the Obligations; (f) any manner of sale or other disposition of any real or personal property security for any or all of the Obligations; (g) any manner of application of any real or personal property security, or any proceeds of any such security, to any or all of the Obligations; (h) any change, restructuring or termination of the structure or existence of Borrower, any other Guarantorguarantor or other obligor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers other circumstance (other than payment and performance of the Borrower or Obligations in the exercise thereof; or (jfull) any other circumstance which that might otherwise constitute a suretyship or other defense available toto Guarantor. The Guarantor acknowledges that it has received copies of the Loan Documents now in existence, or a discharge of, any Guarantor hereunderand has reviewed them to its satisfaction.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the documents evidencing Term Loan Agreement, the sameother Credit Documents, and each Subject Swap Contract, as applicable, regardless of any legal requirement law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect theretoany Bank (including any Swap Bank). The liability of each Guarantor under this Guaranty Agreement shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Term Loan Agreement, any other Credit AgreementDocument, any Subject Swap Contract 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, any of the other Loan DocumentsGuaranteed Obligations, or any other document, instrument amendment or agreement referred to therein or evidencing any Obligations waiver of or any assignment consent to departure from the Term Loan Agreement or transfer of any of the foregoingother Credit Document or any Subject Swap Contract; (c) any furnishing to the Agent exchange, release, or the Lenders nonperfection of any security for the Obligationscollateral, if applicable, or any sale, exchange, release or surrender ofamendment or waiver of or consent to departure from any other agreement or guaranty, or realization on, for any collateral security for of the Guaranteed Obligations;; or (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderof the Borrower or a Guarantor.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will Liabilities shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoFacility Documents. The liability of a Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the ObligationsFacility Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or Liability, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreementfrom, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing non perfection of any collateral, for all or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsFacility Documents or Liabilities; (c) any present or future law, regulation or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer 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 any Facility Document or Liability; (d) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Facility Document or Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Facility Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderthe Borrower or a Guarantor.

Guaranty Absolute. Guarantor Guarantor, upon the occurrence of a Springing Recourse Event, guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The Upon the occurrence of a Springing Recourse Event, the liability of Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereofthereof and whether before or after the occurrence of a Springing Recourse Event): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Term Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Term Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) b. any lack of validity or enforceability of the Credit Term Loan Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) c. any furnishing to the Agent or the Lenders of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) d. any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other Loan Party; (e) e. any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower Borrower, any other Loan Party 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) f. any act or failure to act by the Borrower Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) g. any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; h. any application of sums paid by the Borrower Borrower, any other Loan Party or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) i. any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) j. any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderhereunder (other than indefeasible payment and performance in full).

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of the Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon‑perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, any collateral, for all or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the Payment in Full of the Obligations.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders a Credit Party of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other obligor; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower Borrower, any other obligor or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (hf) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (g) any application of sums paid by the Borrower Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersCredit Parties, regardless of what liabilities of the Borrower remain unpaid; (h) to the fullest extent permitted by law, any statute of limitations in any action hereunder or for the collection of the Notes or the Reimbursement Obligations or for the payment or performance of the Guarantied Obligations; (i) the incapacity, lack of authority, death or disability of Borrower or any defectother person or entity, limitation or insufficiency the failure of any Credit Party to file or enforce a claim against the estate (either in the borrowing powers administration, bankruptcy or in any other proceeding) of the Borrower or any Guarantor or any other person or entity; (j) the dissolution or termination of existence of the Borrower, any Guarantor or any other Person; (k) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or any other Person; (l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, the Borrower or any Guarantor or any other person, or any of the Borrower’s or any Guarantor’s or any other Person’s or entity’s properties or assets; (m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any Property or any of the improvements located thereon; (n) the failure of a Credit Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any Guarantied Obligation; (o) any failure or delay of a Credit Party to commence an action against the exercise thereofBorrower or any other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan Documents, or to realize upon any security; (p) any failure of any duty on the part of a Credit Party to disclose to any Guarantor any facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties; (r) other than as expressly required hereunder, the failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Guarantied Obligations; (s) other than as expressly required hereunder, the failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of the Guarantied Obligations; (t) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which Guarantors might otherwise be entitled; (u) any lack of diligence by the Credit Parties in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of the Guaranteed Obligations; (v) the compromise, settlement, release or termination of any or all of the obligations of the Borrower under the Notes or the Loan Documents; (w) any transfer by the Borrower or any other Person of all or any part of the security encumbered by the Loan Documents; (x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract, tort, or any other theory, that any Guarantor may have provided, however, that the foregoing shall not be deemed a waiver of any Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of any Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate action or proceeding; (y) any law, regulation, decree or order of any jurisdiction or any event affecting any provision of the Guarantied Obligations; or (jz) to the fullest extent permitted by law, any other circumstance legal, equitable or surety defenses whatsoever to which the Guarantors might otherwise be entitled or any other circumstances which might otherwise constitute a defense available todischarge of a Guarantor (other than indefeasible payment in full or as to a Guarantor, a release of such Guarantor pursuant to and as provided in the Credit Agreement or a discharge ofas approved by all of the Lenders), any Guarantor hereunderit being the intention that the obligations of the Guarantors hereunder are absolute, unconditional and irrevocable.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms other Credit Documents to which it is a party are irrevocable, absolute and unconditional, are independent of the documents evidencing Guaranteed Obligations and any Collateral (as defined in the sameSecurity Agreement) or other security therefor or other guaranty or liability in respect thereof, regardless of whether given by such Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, by reason of any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations)following, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice or knowledge thereof):: (a) (i) any change in the amounttime, interest rate manner or due date place of payment of, or in any other term of, any Guaranteed Obligations or any guaranty or other term of any of the Obligations; (ii) any change liability in the timerespect thereof, place or manner of payment of all or any portion of the Obligations; (iii) any amendment amendment, modification or waiver supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the departure from or other indulgence with respect to, the Credit Note Purchase Agreement, any other Loan Document, Credit Document or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (bii) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty or enforceability other liability in respect thereof or any provisions of the Credit Note Purchase Agreement, any of the other Loan Documents, Credit Document or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ciii) any furnishing to the Agent addition or release of Guarantors hereunder or the Lenders taking, acceptance or release of other guarantees of any Guaranteed Obligations or additional Collateral or other security for the Obligations, any Guaranteed Obligations or for any sale, exchange, release guaranty or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (div) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (ev) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily, as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security; (vi) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (vii) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentliquidation, insolvency, dissolution, liquidation termination, reorganization or other like proceeding relating to any other Guarantor, change in the Borrower corporate structure 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; (f) any nonperfection existence of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantydirectly or indirectly liable for any Guaranteed Obligations; (hviii) any manner of application of sums any payments by or amounts received or collected from any Person, by whomsoever paid by and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent directly or the Lendersindirectly liable for any Guaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid; (i) unpaid after any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofsuch application; or (jix) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, setoff or counterclaim available to, or a discharge ofthe Borrower, any Guarantor hereunderor a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable) and (y) the termination of the Commitments under the Note Purchase Agreement (the events in clauses (x) and (y) above, collectively, the “Termination Requirements”).

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor Each of the Partnership and the Operating Partnership hereby guarantees that the HEP Lovington Payment Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless Agreement. The obligations of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights each of the Agent Partnership and the Operating Partnership under this Agreement constitute a present and continuing guaranty of payment, and not of collection or the Lenders with respect theretocollectability. The liability of Guarantor each of the Partnership and the Operating Partnership under this Guaranty Agreement shall be absolute absolute, unconditional, present, continuing and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) (i) any change in the amount, interest rate or due date assignment or other term transfer of the Agreement or any of the Obligations; rights thereunder of Navajo; (ii) any change in the timeamendment, place waiver, renewal, extension or manner release of payment of all or any portion of consent to or departure from or other action or inaction related to the Obligations; Agreement; (iii) any amendment acceptance by Navajo of partial payment or waiver of, or consent to the departure performance from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingHEP Lovington; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (eiv) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Person, HEP Lovington or any action taken with respect to this Guaranty the Agreement by any trustee or receiver, or by any court, in any such proceeding; (fv) any nonperfection absence of any security interest notice to, or other Lien on knowledge of, the Partnership or the Operating Partnership, of the existence or occurrence of any of the collateral securing any of matters or events set forth in the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; foregoing subsections (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofthrough (iv); or (jvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor. The obligations of each of the Partnership and the Operating Partnership hereunder shall not be subject to any Guarantor hereunderreduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Lovington Payment Obligations or otherwise.

Guaranty Absolute. The Guarantor guarantees that the Obligations will Liabilities shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoFacility Documents. The liability of the Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the ObligationsFacility Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or Liability, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreementfrom, any other Loan Documentguarantee or support document, or any other document exchange, release or instrument evidencing non-perfection of any Collateral, for all or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsFacility Documents or Liabilities; (c) any present or future law, regulation or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer 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 any Facility Document or Liability; (d) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Facility Document or Liability; and (e) any other setoff, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Facility Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderof the Subsidiary Borrowers or the Guarantor.

Guaranty Absolute. Each Guarantor guarantees that the Total Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Total Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Total Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Credit Document, or any other document or instrument evidencing or relating to any Total Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Credit Documents, or any other documents, instruments or agreements relating to the Total Obligations or any other instrument or agreement referred to therein or evidencing any Total Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Credit Documents, or any other document, instrument or agreement referred to therein or evidencing any Total Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Total Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for Collateral securing any of the Obligations; (d) any settlement or compromise of any of the Total Obligations, any security therefor, or any liability of any other party with respect to the Total Obligations, or any subordination of the payment of the Total Obligations to the payment of any other liability of the BorrowerBorrower or any other Loan Party; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other such Guarantor, the Borrower Borrower, any other Loan Party 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor guarantees The Guarantors guarantee that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameNote, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Lender with respect thereto. The liability of Guarantor the Guarantors under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate regularity or due date or other term of any enforceability of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, Note or any other document agreement or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereto; (b) any lack of validity validity, regularity or enforceability of the Credit Agreement, any of the other Loan Documents, this Guaranty or any other document, agreement or instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingrelating hereto; (c) any furnishing to change in the Agent time, manner or the Lenders place of payment of, or in any security for other term of, all or any of the Obligations, or any sale, exchange, release other amendment or surrender of, waiver of or realization on, any collateral security for consent to departure from the ObligationsNote; (d) any settlement exchange, release or compromise non-perfection of any of the Obligations, any security thereforcollateral, or any liability release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (ge) any act failure on the part of the Lender to exercise, or failure to act by any delay in exercising, any right under the Borrower Note or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofdocument; or (jf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Debtor, the Guarantors or any Guarantor hereunder.other guarantor of all or a portion of the Obligations (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that the Debtor may assert to the repayment of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of

Guaranty Absolute. (a) The obligations of the Guarantors are joint and several and 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 any Guarantor guarantees that whether or not an action is brought against the Borrower, any other guarantor or other obligor in respect of the Obligations will be paid strictly or whether the Borrower, any other guarantor or any other obligor in accordance with the terms respect of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect Obligations is joined in any jurisdiction affecting any of such terms action or the rights of the Agent or the Lenders with respect thereto. actions. (b) The liability of Guarantor the Guarantors under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toirrespective of, and shall not be releasedeach Guarantor hereby irrevocably waives, suspended, discharged, terminated or otherwise affected byto the extent permitted by applicable law, any circumstance defenses it may now have or occurrence whatsoever (other than the full and final payment and performance hereafter acquire relating to any or all of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):following: (a) (i) any change in lack of genuineness, validity, legality or enforceability of the amountCredit Agreements, interest rate the Notes or due date any other document, agreement or other term instrument relating thereto or any assignment or transfer of any of the Obligations; thereof; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, indulgence, compromise, renewal, extension, amendment, modification of, or addition, or consent, supplement to, or deletion consent to departure from, or any other action or inaction under or in respect of, the Credit AgreementAgreements, any of the other Loan Documents, Notes or any other documentsdocument, instruments instrument or agreements agreement relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereof; (biii) any lack release or partial release of validity any other guarantor or enforceability other obligor in respect of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingObligations; (civ) any furnishing to the Agent exchange, release or the Lenders non-perfection of any security collateral for all or any of the Obligations, or any salerelease, exchange, release or surrender amendment or waiver of, or realization onconsent to departure from, any collateral security guaranty or security, for all or any of the Obligations; (dv) any settlement or compromise furnishing of any additional security for any of the Obligations; (vi) the liquidation, bankruptcy, insolvency or reorganization of the Borrower, any security therefor, other guarantor or any liability of any other party with obligor in respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jvii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, upon the insolvency, bankruptcy or reorganization of the Borrower or any Guarantor hereunderor otherwise pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by any Guaranteed Party, all as though such payment or performance had not been made.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the documents evidencing the sameLoan Agreement and other Loan Documents, regardless of any legal requirement law, rule, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Lender, the Guarantor or the Lenders Borrower with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations of the Borrower, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) i. any lack of validity or enforceability of the Credit AgreementLoan Agreement or any term thereof or of any other agreement or instrument relating thereto; ii. any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any saleother amendment or waiver of or any consent to departure from the Loan Agreement or other Loan Documents; iii. any taking, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise non-perfection of any of the Obligations, any security thereforcollateral, or any liability taking, release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; iv. any manner of application of collateral (g) if any), or proceeds thereof, to all or any act of the Obligations, or failure to act by any manner of sale or other disposition of any collateral for all or any of the Borrower Obligations or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against assets of the Borrower to recover payments made under this GuarantyBorrower; (h) v. any application of sums paid by the Borrower change, restructuring or any other Person with respect to the liabilities termination of the Borrower to the Agent corporate structure or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers existence of the Borrower or in the exercise thereof; orGuarantor or any insolvency, bankruptcy, reorganization or other similar proceedings affecting the Borrower or its assets or any resulting release or discharge of any of the Obligations; (j) vi. any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor thereof (other than the defense of payment); vii. any Guarantor hereunderextension, indulgence or renewal with respect to the Obligations or any other obligation of the Borrower to the Lender under the Loan Agreement or other Loan Documents; viii. any modification of, or amendment or supplement to, the Loan Agreement or any other Loan Document; ix. any furnishing or acceptance of any security or any release of any security; or x. any waiver, compromise, consent or other action or inaction, or any exercise or non-exercise of any right, remedy or power with respect to the Borrower. 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 Obligations is rescinded or must otherwise be returned by the Lender for any reason, including upon the insolvency, bankruptcy or reorganization of the Borrower, all as though such payment had not been made at such time.

Guaranty Absolute. The Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms its obligations hereunder are irrevocable, absolute and unconditional, are independent of the documents evidencing Guaranteed Obligations and any security therefor or other guaranty or liability in respect thereof, whether given by the same, regardless of Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term by reason of any of the Obligations; following, whether or not the Guarantor has notice or knowledge thereof: (iiA) any change in the time, manner or place or manner of payment of all of, or in any other term of, any Guaranteed Obligations or any portion of the Obligations; (iii) guaranty, security or other liability in respect thereof, or any amendment amendment, modification or waiver supplement to, restatement of, or consent to the any rescission or waiver of or departure from or other indulgence with respect tofrom, any provisions of the Credit Agreement, any other Loan Document, Credit Document or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (bB) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty, security or enforceability other liability in respect thereof or any provisions of the Credit Agreement, any of the other Loan Documents, Credit Document or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (cC) the addition or release of any furnishing to the Agent other guarantor or the Lenders taking, acceptance or release of other guarantees of any Guaranteed Obligations or for any guaranty, security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (dD) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty, security or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (eE) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty, security or other liability in respect thereof; (F) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any guaranty, security or other liability for any Guaranteed Obligations, in any order and by any manner thereby permitted; (G) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentliquidation, insolvency, dissolution, liquidation termination, reorganization or other like proceeding relating to any other Guarantor, change in the Borrower corporate structure 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; (f) any nonperfection existence of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantydirectly or indirectly liable for any Guaranteed Obligations; (hH) any manner of application of sums any payments by or amounts received or collected from any Person, by whomsoever paid by and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent directly or the Lendersindirectly liable for any Guaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid; (i) unpaid after any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofsuch application; or (jI) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, or a discharge ofthe Borrower, any Guarantor hereunderor a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable), and (y) the termination of the Commitments (the events in clauses (x) and (y) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders a Credit Party of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other obligor; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower Borrower, any other obligor or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (hf) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (g) any application of sums paid by the Borrower Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersCredit Parties, regardless of what liabilities of the Borrower remain unpaid; (h) to the fullest extent permitted by law, any statute of limitations in any action hereunder or for the collection of the Notes or the Reimbursement Obligations or for the payment or performance of the Guarantied Obligations; (i) the incapacity or lack of authority of Borrower or any defectGuarantor or any other person or entity; (j) the dissolution or termination of existence of the Borrower, limitation any Guarantor or insufficiency in any other Person; (k) the borrowing powers voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or any other Person; (l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, the Borrower or any Guarantor or any other person, or any of the Borrower’s or any Guarantor’s or any other Person’s or entity’s properties or assets; (m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any Property or any of the improvements located thereon; (n) the failure of a Credit Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any Guarantied Obligation; (o) any failure or delay of a Credit Party to commence an action against the exercise thereofBorrower or any other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan Documents, or to realize upon any security; (p) any failure of any duty on the part of a Credit Party to disclose to any Guarantor any facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties; (r) other than as expressly required hereunder, the failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Guarantied Obligations; (s) other than as expressly required hereunder, the failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of the Guarantied Obligations; (t) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which Guarantors might otherwise be entitled; (u) any lack of diligence by the Credit Parties in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of the Guarantied Obligations; (v) the compromise, settlement, release or termination of any or all of the obligations of the Borrower under the Notes or the Loan Documents; (w) any transfer by the Borrower or any other Person of all or any part of the security encumbered by the Loan Documents; (x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract, tort, or any other theory, that any Guarantor may have provided, however, that the foregoing shall not be deemed a waiver of any Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of any Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate action or proceeding; (y) any law, regulation, decree or order of any jurisdiction or any event affecting any provision of the Guarantied Obligations; or (jz) to the fullest extent permitted by law, any other circumstance legal, equitable or surety defenses whatsoever to which the Guarantors might otherwise be entitled or any other circumstances which might otherwise constitute a defense available todischarge of a Guarantor (other than indefeasible payment in full or as to a Guarantor, a release of such Guarantor pursuant to and as provided in the Credit Agreement or a discharge ofas approved by all of the Lenders), any Guarantor hereunderit being the intention that the obligations of the Guarantors hereunder are absolute, unconditional and irrevocable.

Guaranty Absolute. The Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms its obligations hereunder are irrevocable, absolute and unconditional, are independent of the documents evidencing Guaranteed Obligations and any security therefor or other guaranty or liability in respect thereof, whether given by the same, regardless of Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term by reason of any of the Obligations; following, whether or not the Guarantor has notice or knowledge thereof: (iia) any change in the time, manner or place or manner of payment of all of, or in any other term of, any Guaranteed Obligations or any portion of the Obligations; (iii) guaranty, security or other liability in respect thereof, or any amendment amendment, modification or waiver supplement to, restatement of, or consent to the any rescission or waiver of or departure from or other indulgence with respect to, the Credit Agreementfrom, any other Loan Documentprovisions of the Notes or the Indenture, or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty, security or enforceability other liability in respect thereof or any provisions of the Credit Agreement, any of Notes or the other Loan DocumentsIndenture, or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) the addition or release of any furnishing to the Agent other guarantor or the Lenders taking, acceptance or release of other guarantees of any Guaranteed Obligations or for any guaranty, security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (d) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty, security or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (e) any bankruptcyagreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, insolvencycourt order or otherwise) any right or remedy in respect of any Guaranteed Obligations, reorganizationany guaranty, composition, adjustment, dissolution, liquidation security or other like proceeding relating to any other Guarantor, the Borrower or any other Person, or any action taken with liability in respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingthereof; (f) any nonperfection the exercise of any right or remedy available under the Note Documents, at law, in equity or otherwise in respect of any guaranty, security interest or other Lien on liability for any of the collateral securing Guaranteed Obligations, in any of the Obligationsorder and by any manner thereby permitted; (g) any act bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or failure to act by like change in the Borrower corporate structure or existence of NYSE or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantydirectly or indirectly liable for any Guaranteed Obligations; (h) any manner of application of sums any payments by or amounts received or collected from any Person, by whomsoever paid by the Borrower and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of NYSE or any other Person with respect to the liabilities of the Borrower to the Agent directly or the Lendersindirectly liable for any Guaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid;unpaid after any such application; or (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, or a discharge ofNYSE, any Guarantor hereunderor a surety or guarantor generally, other than (i) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable), (ii) satisfaction and discharge of the Indenture in accordance with Section 401 of the Base Indenture, (iii) defeasance or covenant defeasance in accordance with Section 1301 or Section 1302 of the Base Indenture or (iv) expiration of this Guaranty in accordance with Section 1 (a) hereof (the satisfaction of any of these conditions shall constitute the “Termination Requirement”).

Guaranty Absolute. Guarantor Guarantor, upon the occurrence of a Springing Recourse Event, guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The Upon the occurrence of a Springing Recourse Event, the liability of Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereofthereof and whether before or after the occurrence of a Springing Recourse Event): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Term Loan Agreement, any other Loan Document, the Interest Rate Hedge, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Term Loan Agreement, any of the other Loan Documents, the Interest Rate Hedge, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) b. any lack of validity or enforceability of the Credit Term Loan Agreement, any of the other Loan Documents, the Interest Rate Hedge, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) c. any furnishing to the Agent Agent, the Lenders or the Lenders Lender Hedge Providers of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) d. any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other Loan Party; (e) e. any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower Borrower, any other Loan Party 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) f. any act or failure to act by the Borrower Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) g. any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations or the Hedge Obligations; h. any application of sums paid by the Borrower Borrower, any other Loan Party or any other Person with respect to the liabilities of the Borrower to the Agent Agent, the Lenders or the LendersLender Hedge Providers, regardless of what liabilities of the Borrower remain unpaid; (i) i. any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; j. any LLC Division of any Loan Party; or (j) k. any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderhereunder (other than indefeasible payment and performance in full).

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Administrative Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Administrative Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms its obligations hereunder are irrevocable, absolute and unconditional, are independent of the documents evidencing Guaranteed Obligations and any security therefor or other guaranty or liability in respect thereof, whether given by the same, regardless of Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term by reason of any of the Obligations; following, whether or not the Guarantor has notice or knowledge thereof: (iiA) any change in the time, manner or place or manner of payment of all of, or in any other term of, any Guaranteed Obligations or any portion of the Obligations; (iii) guaranty, security or other liability in respect thereof, or any amendment amendment, modification or waiver supplement to, restatement of, or consent to the any rescission or waiver of or departure from or other indulgence with respect tofrom, any provisions of the Credit Agreement, any other Loan Document, Credit Document or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (bB) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty, security or enforceability other liability in respect thereof or any provisions of the Credit Agreement, any of the other Loan Documents, Credit Document or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (cC) the addition or release of any furnishing to the Agent other guarantor or the Lenders taking, acceptance or release of other guarantees of any Guaranteed Obligations or for any guaranty, security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (dD) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty, security or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (eE) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty, security or other liability in respect thereof; (F) the exercise of any right or remedy available under the Credit Documents, at law, in equity or otherwise in respect of any guaranty, security or other liability for any Guaranteed Obligations, in any order and by any manner thereby permitted; (G) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentliquidation, insolvency, dissolution, liquidation termination, reorganization or other like proceeding relating to any other Guarantor, change in the Borrower corporate structure 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; (f) any nonperfection existence of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantydirectly or indirectly liable for any Guaranteed Obligations; (hH) any manner of application of sums any payments by or amounts received or collected from any Person, by whomsoever paid by the and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of any Borrower or any other Person with respect to the liabilities of the Borrower to the Agent directly or the Lendersindirectly liable for any Guaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid; (i) unpaid after any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofsuch application; or (jI) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, or a discharge ofthe Borrowers, any Guarantor hereunderor a surety or guarantor generally, other than the occurrence of all of the following: (x) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable), and (y) the termination of the Commitments (the events in clauses (x) and (y) above, collectively, the “Termination Requirements”).

Guaranty Absolute. Guarantor Subsidiary unconditionally guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing Note Agreement and the sameNotes, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Noteholders with respect thereto. The liability of Guarantor Subsidiary under this Guaranty Agreement shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Note Agreement, any of the Notes, the other Loan Documents, Transaction Documents or any other documentagreement or instrument relating thereto (unless such invalidity or unenforceability results from a failure of consideration on the part of the Noteholders); (b) any change in the time, instrument manner or agreement referred to therein place of payment of, or evidencing in any Obligations other term of, all or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any saleother amendment or waiver of or any consent to departure from the Note Agreement, the Notes or the other Transaction Documents; (c) any taking, exchange, release or surrender ofnon-perfection of any collateral, or realization onany release or amendment or waiver of or consent to departure from any other guaranty, for all or any collateral security for of the Obligations; ; (d) any settlement manner of application of collateral, or compromise of proceeds thereof, to all or any of the Obligations, any security therefor, or any liability manner of sale or other disposition of any other party with respect to the Obligations, collateral for all or any subordination of the payment of the Obligations to the payment of or any other liability assets of the Borrower; Company; (e) any bankruptcychange, insolvency, reorganization, composition, adjustment, dissolution, liquidation restructuring or other like proceeding relating to any other Guarantor, termination of the Borrower corporate structure or any other Person, existence of the Company; or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance circumstances which might otherwise constitute a defense available to, or a discharge of, the Company or a guarantor (except full and indefeasible payment of the Obligations). The obligations of Subsidiary under this Agreement shall not be subject to reduction, termination or other impairment by reason of any Guarantor hereundersetoff, recoupment, counterclaim or defense or for any other reason (except full and indefeasible payment of the Obligations). This Agreement is to be in addition to and is not to prejudice or be prejudiced by any other securities or guaranties (including any guaranty signed by Subsidiary) which the Noteholders may now or hereafter hold from or on account of the Company and is to be binding on Subsidiary as a continuing security notwithstanding any payments from time to time made to the Noteholders or any settlement of account or disability or incapacity affecting Subsidiary or any other thing whatsoever. This Agreement is a continuing guaranty and shall remain in full force and effect until payment in full of the Obligations and all other amounts payable under this Agreement and the termination of the Commitments.

Guaranty Absolute. Guarantor absolutely, unconditionally, and irrevocably guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to the departure from from, or other indulgence failure to act by Bank with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon-perfection of, or supplement failure to act by Bank with respect to, any collateral, for all or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameLoan Terms, regardless of any legal requirement law, regulation, order or judgment now or hereafter in effect in any jurisdiction affecting any of such terms the Loan Terms or the rights of the Agent or the Lenders Payor with respect thereto. The liability of Guarantor under this Guaranty shall continue and be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate lack of validity or due date or other term enforceability of any of the Obligations; Loan Terms; (iib) any change in the time, manner or place or manner of payment of, or in any other term, including the applicable rate of interest, of the Obligations, all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan DocumentTerms, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionamendment, modification or supplement towaiver of or any consent to departure from any of the Loan Terms; (c) any release, amendment, waiver, modification, extension or deletion from, renewal of or consent to departure from or forbearance or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, this Guaranty or any other documentsguaranty of the Obligations; or (d) any exchange, instruments release, forbearance or agreements relating surrender of or any other action or inaction with respect to any collateral at any time and from time to time now or hereafter securing the Obligations or the liability to Payee of Payor, Guarantor or any other person or entity in respect of the Obligations or any failure to perfect or continue as perfected any security interest or other instrument or agreement referred lien with respect to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documentssuch collateral, or any other documentloss or destruction of any such collateral, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer matter impairing the value of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any such collateral as security for the Obligations, the liability to Payee of Guarantor, or any saleother person or entity, exchange, release in respect of all or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, Obligations or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderLoan Terms.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders a Credit Party of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other obligor; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower Borrower, any other obligor or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (hf) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (g) any application of sums paid by the Borrower Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersCredit Parties, regardless of what liabilities of the Borrower remain unpaid; (h) to the fullest extent permitted by law, any statute of limitations in any action hereunder or for the collection of the Notes or the Reimbursement Obligations or for the payment or performance of the Guarantied Obligations; (i) the incapacity, lack of authority, death or disability of Borrower or any defectother person or entity, limitation or insufficiency the failure of any Credit Party to file or enforce a claim against the estate (either in the borrowing powers administration, bankruptcy or in any other proceeding) of the Borrower or any Guarantor or any other person or entity; (j) the dissolution or termination of existence of the Borrower, any Guarantor or any other Person; (k) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or any other Person; (l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, the Borrower or any Guarantor or any other person, or any of the Borrower’s or any Guarantor’s or any other Person’s or entity’s properties or assets; (m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any Property or any of the improvements located thereon; (n) the failure of a Credit Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any Guarantied Obligation; (o) any failure or delay of a Credit Party to commence an action against the exercise thereofBorrower or any other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan Documents, or to realize upon any security; (p) any failure of any duty on the part of a Credit Party to disclose to any Guarantor any facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties; (r) other than as expressly required hereunder, the failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Guarantied Obligations; (s) other than as expressly required hereunder, the failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of the Guarantied Obligations; (t) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which Guarantors might otherwise be entitled; (u) any lack of diligence by the Credit Parties in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of the Guaranteed Obligations; (v) the compromise, settlement, release or termination of any or all of the obligations of the Borrower under the Notes or the Loan Documents; (w) any transfer by the Borrower or any other Person of all or any part of the security encumbered by the Loan Documents; (x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract, tort, or any other theory, that any Guarantor may have provided, however, that the foregoing shall not be deemed a waiver of any Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of any Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate action or proceeding; (y) any law, regulation, decree or order of any jurisdiction or any event affecting any provision of the Guarantied Obligations; or (jz) to the fullest extent permitted by law, any other circumstance legal, equitable or surety defenses whatsoever to which Guarantors might otherwise be entitled or any other circumstances which might otherwise constitute a defense available todischarge of a Guarantor (other than indefeasible payment in full or as to a Guarantor, a release of such Guarantor pursuant to and as provided in the Credit Agreement or a discharge ofas approved by all of the Lenders), any Guarantor hereunderit being the intention that the obligations of Guarantors hereunder are absolute, unconditional and irrevocable.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameAgreement, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, Agreement or any other document, agreement or instrument or agreement referred to therein or evidencing relating thereto (whether executed by any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower Guarantor or any other Person, party) or any action taken with respect to this Guaranty by any trustee avoidance or receiver, or by any court, in any such proceeding; (f) any nonperfection subordination of any security interest or other Lien on any of the collateral securing any of the Obligations; (gb) any act change in the time, manner or failure place of payment of, or in any other term of, or any increase in the amount of, all or any of the Obligations, or any other amendment or waiver of or any consent to act departure from the Agreement or any other agreement or instrument relating thereto (whether executed by any Borrower, the Guarantor or any other party); (c) the absence of any attempt to collect the Obligations from any Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against action to enforce the Borrower to recover payments made under this Guarantysame or the election of any remedy by any Lender; (hd) the bankruptcy, insolvency, winding-up, or reorganization of or similar proceeding involving, any application Borrower or the Guarantor; (e) the disallowance under the relevant provisions of sums paid any applicable law of all or any portion of the claims of any Lender for payment or performance of the Obligations; (f) the waiver, consent, extension, forbearance or granting of any indulgence by any Lender with respect to any provision of the Borrower Agreement or any other Person with respect to agreement or instrument relating thereto (whether executed by any Borrower, the liabilities of the Borrower to the Agent Guarantor or the Lendersany other party), regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jg) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, of any Borrower or a discharge of, the Guarantor (other than indefeasible payment in full of the Obligations and in respect of any Guarantor hereunderapplicable statute of limitations).

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders a Credit Party of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other obligor; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower Borrower, any other obligor or any other Person which may adversely affect such Guarantor’s 's subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (hf) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (g) any application of sums paid by the Borrower Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersCredit Parties, regardless of what liabilities of the Borrower remain unpaid; (h) to the fullest extent permitted by law, any statute of limitations in any action hereunder or for the collection of the Notes or the Reimbursement Obligations or for the payment or performance of the Guarantied Obligations; (i) the incapacity or lack of authority of Borrower or any defectGuarantor or any other person or entity; (j) the dissolution or termination of existence of the Borrower, limitation any Guarantor or insufficiency in any other Person; (k) the borrowing powers voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or any other Person; (l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, the Borrower or any Guarantor or any other person, or any of the Borrower's or any Guarantor's or any other Person's or entity's properties or assets; (m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any Property or any of the improvements located thereon; (n) the failure of a Credit Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any Guarantied Obligation; (o) any failure or delay of a Credit Party to commence an action against the exercise thereofBorrower or any other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan Documents, or to realize upon any security; (p) any failure of any duty on the part of a Credit Party to disclose to any Guarantor any facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties; (r) other than as expressly required hereunder, the failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Guarantied Obligations; (s) other than as expressly required hereunder, the failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of the Guarantied Obligations; (t) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which Guarantors might otherwise be entitled; (u) any lack of diligence by the Credit Parties in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of the Guarantied Obligations; (v) the compromise, settlement, release or termination of any or all of the obligations of the Borrower under the Notes or the Loan Documents; (w) any transfer by the Borrower or any other Person of all or any part of the security encumbered by the Loan Documents; (x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract, tort, or any other theory, that any Guarantor may have provided, however, that the foregoing shall not be deemed a waiver of any Guarantor's right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of any Guarantor's right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate action or proceeding; (y) any law, regulation, decree or order of any jurisdiction or any event affecting any provision of the Guarantied Obligations; or (jz) to the fullest extent permitted by law, any other circumstance legal, equitable or surety defenses whatsoever to which the Guarantors might otherwise be entitled or any other circumstances which might otherwise constitute a defense available todischarge of a Guarantor (other than indefeasible payment in full or as to a Guarantor, a release of such Guarantor pursuant to and as provided in the Credit Agreement or a discharge ofas approved by all of the Lenders), any Guarantor hereunderit being the intention that the obligations of the Guarantors hereunder are absolute, unconditional and irrevocable.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Credit Document, or any other document or instrument evidencing or relating to any Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Credit Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Credit Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations;; Table of Contents (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of each Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon-perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, any collateral, for all or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the payment in full of the Obligations.

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 Borrower, any other guarantor or other obligor in respect of the Obligations or whether the Borrower, 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 Obligations will be paid and performed strictly in accordance with the terms of the documents evidencing Credit Agreement and the same, other Loan Documents regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders Banks with respect thereto. Guarantor agrees that its guarantee constitutes a guarantee of payment when due and not of collection. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in lack of genuineness, validity, legality or enforceability of the amountCredit Agreement, interest rate any other Loan Document or due date any other document, agreement or other term instrument relating thereto or any assignment or transfer of any of the Obligations; thereof; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; Obligations (iiiincluding, without limitation, the possible extension of the Maturity Date (except as expressly provided in Section 16 hereof) any amendment or waiver of, or consent to and increase of the departure from or other indulgence with respect to, amount of the Commitments all on the terms and conditions set forth in the Credit Agreement, any other Loan Document), or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, indulgence, compromise, renewal, extension, amendment, modification of, or addition, or consent, supplement to, or deletion consent to departure from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, Agreement or any other documentsLoan Document or any document, instruments instrument or agreements agreement relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereof; (biii) any lack release or partial release of validity any other guarantor or enforceability other obligor in respect of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingObligations; (civ) any furnishing to the Agent exchange, release or the Lenders non-perfection of any security collateral for all or any of the Obligations, or any salerelease, exchange, release or surrender amendment or waiver of, or realization onconsent to departure from, any collateral security guaranty or security, for all or any of the Obligations; (dv) any settlement or compromise furnishing of any security for any of the Obligations; (vi) the liquidation, bankruptcy, insolvency or reorganization of the Borrower, any security therefor, other guarantor or any liability of any other party with obligor in respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (fvii) any nonperfection modification or termination of any security interest intercreditor or subordination agreement pursuant to which the claims of other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers creditors of the Borrower or in the exercise thereofGuarantor are subordinated to those of the Banks; or (jviii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower or the Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, upon the insolvency, bankruptcy or reorganization of the Borrower or the Guarantor or otherwise pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by the Administrative Agent or 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 the Borrower of a case or proceeding under any bankruptcy or insolvency 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 but for the filing of a petition in bankruptcy with respect to the Borrower, would accrue on such Obligations), and the other obligations hereunder, without any further notice or demand.

Guaranty Absolute. Guarantor guarantees that Except as provided in Section 1(b) and (c), the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability obligations of Guarantor under this the Guaranty (a) shall not be subject to any reduction, limitation, impairment or termination for any reason other than by reason and only to the extent of the payment or performance of the Performance Obligations (including any waiver, release, surrender, alteration or compromise); (b) shall not be subject to recoupment or termination; and (c) shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver irrespective of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid;: (i) any defectwaiver, limitation modification, extension or insufficiency renewal or assignment of all or any of the Vitro/Stiva Guaranty and the Performance Obligations (except in the borrowing powers circumstances and to the extent described in Section 7); (ii) the failure of the Borrower Guaranteed Party or of Vitrocrisa or of any other person to assert any claim or demand or to enforce any right or remedy or to mitigate damages; (iii) the furnishing or acceptance of any collateral or credit support or the release of any collateral or credit support held by the Guaranteed Party or any other person for all or any of the Performance Obligations; (iv) any default, failure or delay, willful or otherwise, in the exercise thereofperformance of the Performance Obligations by Vitrocrisa; (v) any sale, transfer or other disposition, directly or indirectly, by Guarantor of any interest in Vitrocrisa; (vi) any insolvency, bankruptcy, reorganization, arrangement, composition, liquidation, dissolution or similar proceeding with respect to Vitrocrisa (and therefore the Performance Obligations shall include post petition interest and other obligations with respect to the Performance Obligations that would accrue but for such proceedings); or (jvii) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderin respect of the Guaranty as a matter of law or equity in each case, other than the payment or performance of the Performance Obligations.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Loan Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder. The value of the consideration received and to be received by each Guarantor is reasonably worth at least as much as the liability and obligation of each Guarantor incurred or arising under the Loan Documents. Each Guarantor has determined that such liability and obligation may reasonably be expected to substantially benefit each Guarantor directly or indirectly. Each Guarantor has had full and complete access to the underlying papers relating to the Loans and all of the Loan Documents, has reviewed them and is fully aware of the meaning and effect of their contents. Each Guarantor is fully informed of all circumstances which bear upon the risks of executing this Guaranty and which a diligent inquiry would reveal. Each Guarantor has adequate means to obtain from each other Credit Party on a continuing basis information concerning such other Credit Party’s financial condition, and is not depending on the Administrative Agent or the Lenders to provide such information, now or in the future. Each Guarantor agrees that neither the Administrative Agent nor any of the Lenders shall have any obligation to advise or notify any Guarantor or to provide any Guarantor with any data or information regarding any other Credit Party.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with the terms of the documents SPA and the Notes or any other agreement evidencing the same, or governing such Obligations regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Buyers with respect thereto. The Guarantor agrees that this Guaranty constitutes a guarantee of payment when due and not of collection. Subject to the terms of this Guaranty, the liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan DocumentsSPA or Notes, or any other document, agreement or instrument relating to the Obligations; (b) any change in the time, manner or agreement referred to therein place of payment of, or evidencing in any Obligations other term of, all or any assignment or transfer of any of the foregoingObligations, or any amendment or waiver of any term of or any consent to departure from the SPA or Notes, or any other document, agreement or instrument related to the Obligations; (c) any furnishing to the Agent exchange, release, non-perfection or the Lenders impairment of any security for the Obligationscollateral, or any salerelease, exchange, release amendment or surrender waiver of any term of, or realization onconsent to departure from, any collateral security other guaranty for all or any of the Obligations; (d) any settlement or compromise of any failure on the part of the ObligationsBuyers or any other person, any security thereforfirm or entity (“Person”) to exercise, or any liability of delay in exercising, any right under the SPA, Notes or any other party with respect agreement or instrument relating to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (je) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company or a guarantor with respect to the Obligations (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses which the Company may assert on the underlying debt, including failure of consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury) or that might otherwise constitute a defense to this Guaranty and the obligations of the Guarantor under this Guaranty. The Guarantor hereby agrees that if the Company is the subject of any insolvency, reorganization, assignment for the benefit of creditors, moratorium, bankruptcy or similar proceeding under the laws of any applicable jurisdiction, the Guarantor will not assert the pendency of such proceeding or any order entered therein as a defense to (i) the timely payment of the Obligations or the Guarantor's obligations hereunder, or (ii) the Guarantor's guaranty of any interest on any portion of the Obligations that accrues after the commencement of any such proceeding (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of such Obligations if said proceedings had not been commenced). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of such Obligations is rescinded or must otherwise be returned by the Buyers upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. (a) The obligations of each Guarantor guarantees hereunder are those of a primary obligor, and not merely a surety, and are independent of the Obligations and the obligations of each Other Guarantor (as defined in Section 17 of this Guaranty). A separate action or actions may be brought against the Guarantors, or any of them, whether or not an action is brought against the Company, any other guarantor (including the Other Guarantors) or any other obligor in respect of the Obligations or whether the Company, any other guarantor (including Other Guarantors) or any other obligor in respect of the Obligations is joined in any such action or actions. (b) The Guarantors guarantee that the Obligations will be paid and performed strictly in accordance with the terms of the documents evidencing Credit Agreement and the same, other Loan Documents regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders Banks with respect thereto. Each Guarantor agrees that its guarantee constitutes a guarantee of payment when due and not of collection. The liability of Guarantor the Guarantors under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) irrespective of: (i) any change in lack of genuineness, validity, legality or enforceability of the amountCredit Agreement, interest rate any other Loan Document or due date any other document, agreement or other term instrument relating thereto or any assignment or transfer of any of the Obligationsthereof; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; Obligations (iii) any amendment or waiver ofincluding, or consent to without limitation, the departure from or other indulgence with respect to, possible extension of the Termination Date and increase of the amount of the Commitments all on the terms and conditions set forth in the Credit Agreement, any other Loan Document), or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, indulgence, compromise, renewal, extension, amendment, modification of, or addition, or consent, supplement to, or deletion consent to departure from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, Agreement or any other documentsLoan Document or any document, instruments instrument or agreements agreement relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any thereof; (iii) any release or partial release of any other guarantor (including Other Guarantors (as defined in Section 17 of this Guaranty)) or other obligor in respect of the foregoing; Obligations; (biv) any lack exchange, release or non-perfection of validity any collateral for all or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any salerelease, exchange, release or surrender amendment or waiver of, or realization onconsent to departure from, any collateral security guaranty or security, for the Obligations; (d) any settlement all or compromise of any of the Obligations; (v) any furnishing of any additional security for any of the Obligations; (vi) the liquidation, bankruptcy, insolvency or reorganization of the Company, any security therefor, other guarantor (including Other Guarantors (as defined in Section 17 of this Guaranty)) or any liability of any other party with obligor in respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; ; (fvii) any nonperfection modification or termination of any security interest intercreditor or subordination agreement pursuant to which the claims of other Lien on any creditors of the collateral securing any Company or of a Guarantor are subordinated to those of the Obligations; Banks; or (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jviii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Company or a Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, upon the insolvency, bankruptcy or reorganization of the Company or a Guarantor or otherwise pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by the Administrative Agent or 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 the Company of a case or proceeding under any bankruptcy or insolvency law, the Guarantors agree that, for purposes of this Guaranty and their obligations hereunder, the Obligations shall be deemed to have been accelerated and the Guarantors shall forthwith pay such Obligations (including, without limitation, interest which but for the filing of a petition in bankruptcy with respect to the Company, would accrue on such Obligations), and the other obligations hereunder, without any further notice or demand.

Guaranty Absolute. Guarantor guarantees Guarantors guarantee that the Guaranteed ----------------- Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, Operative Documents regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Guaranteed Parties with respect thereto. The liability of Guarantor Guarantors under this Guaranty shall be personal, absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of any provision of any other Operative Document or any other agreement, document or instrument relating to any Operative Document, or avoidance or subordination of any of the Credit AgreementGuaranteed Obligations; (ii) any limitation of liability or recourse in any Operative Document; (iii) the insolvency, bankruptcy, dissolution, liquidation, receivership, reorganization, merger, change of form, structure or ownership, sale of all assets, or lack of Loan Agreement corporate or other power of the Lessor or any other Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (iv) either with or without notice to or consent of each of Guarantors, any one or more renewals, extensions, modifications or rearrangements of the terms of any or all of the Guaranteed Obligations or any of the Operative Documents, including, without limitation, material alterations of the terms of payment (including, without limitation, changes in maturity date(s) and interest rate(s)) or performance or any other terms thereof, or any waiver, termination, or release of, or consent to departure from, any of the other Loan Operative Documents, or any other documentadjustment, instrument indulgence, forbearance, extension or agreement referred compromise that may be granted from time to therein or evidencing any Obligations time to the Guarantors, the Lessor, or any assignment other Person at any time liable for the payment or transfer performance of any or all of the Guaranteed Obligations; (v) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (vi) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any Lien or exercise any right with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations; (vii) any partial release of the liability of any Guarantor hereunder, or any complete or partial release of any other guarantor of, any amendment or waiver of any term of any other guaranty of, or any consent to departure from any requirement of any other guaranty of, all or any of the Guaranteed Obligations; (viii) any neglect, lack of diligence, delay, omission, failure or refusal to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Guaranteed Obligations, or to foreclose or take or prosecute any sale, exchange, release action to foreclose (or surrender of, in foreclosing or realization on, taking or prosecuting any collateral security for the Obligations; (daction to foreclose) any settlement or compromise of any of the Obligations, upon any security therefor, or any liability of to exercise (or in exercising) any other party right or power with respect to the Obligationsany security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Operative Document, or any subordination failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations (excepting only, with respect to any such sale or other disposition of collateral, any such requirement imposed at the time in question by then-applicable law and not waiveable by Guarantors. (ix) if for any reason any Guaranteed Party is required to refund any payment of by the Obligations Lessor to such Guaranteed Party or pay the payment amount thereof to someone else; Loan Agreement (x) the existence of any other liability of the Borrower; (e) any bankruptcyclaim, insolvency, reorganization, composition, adjustment, dissolution, liquidation set-off or other like proceeding relating to rights that any other GuarantorGuarantor may at any time have against the Lessor, the Borrower any Guaranteed Party or any other Person, whether or any action taken not arising in connection with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this GuarantyLoan Document; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the All rights of the Administrative Agent or and the Lenders with respect thereto. The liability benefits granted to the Administrative Agent hereunder, and all obligations of Guarantor under this Guaranty the Parent hereunder, shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard tounconditional, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of any Loan Document; (b) the Credit Agreement, failure of any of the other Loan Documents, Secured Party (i) to assert any claim or demand or to enforce any right or remedy against any Obligor or any other document, instrument or agreement referred to therein or evidencing Person (including any Obligations or any assignment or transfer other guarantor) under the provisions of any of the foregoingLoan Document or otherwise, or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any Obligations; (c) any furnishing to change in the Agent time, manner or the Lenders place of payment of, or in any security for other term of, all or any part of the Obligations, or any saleother extension, exchange, release compromise or surrender of, or realization on, renewal of any collateral security for the Obligations; (d) any settlement reduction, limitation, impairment or compromise termination of any Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Parent hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Obligationsinvalidity, any security thereforillegality, irregularity, compromise, unenforceability of, or any liability of other event or occurrence affecting, any other party with respect to the Obligations, Obligations or any subordination of the payment of the Obligations to the payment of any other liability of the Borrowerotherwise; (e) any bankruptcyamendment to, insolvencyrescission, reorganizationwaiver, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Personmodification of, or any action taken with respect consent to this Guaranty by departure from, any trustee or receiver, or by of the terms of any court, in any such proceedingLoan Document; (f) any nonperfection addition, exchange or release or of any security interest collateral (including the Collateral) or other Lien on any Person that is (or will become) a guarantor of the collateral Obligations, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release of or addition to, or consent to departure from, any guaranty, held by any Secured Party securing any of the Obligations;; or (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge ofof any Obligor, any Guarantor hereundersurety or any guarantor.

Guaranty Absolute. Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon-perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, any collateral, for all or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the payment in full of the Obligations (other than contingent and unliquidated damages for which no claim has been made).

Guaranty Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be performed and paid strictly in accordance with the terms of the documents evidencing the sameLoan Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agent, the Bank or the Lenders Collateral Monitor with respect theretothereto and without any setoff, counterclaim or defense. The obligations of the Subsidiary Guarantors hereunder are independent of the obligations of other persons under any other related document, and a separate action or actions may be brought and prosecuted hereunder whether the action is brought against any such person or whether any such person is joined in any such action or actions. The liability of Guarantor the Subsidiary Guarantors under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard tounconditional, and shall not be releasedaffected or released in any way, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in lack of validity, legality or enforceability of the amountObligations or any instrument evidencing any Obligations, interest rate or due date by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other term circumstance relating to the Obligations which might otherwise constitute a defense to this Guaranty. Neither of the Agent nor any of the Banks makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Subsidiary Guarantor in respect of the management and maintenance of the Obligations; ; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other amendment or waiver of or any consent to departure from any document or instrument evidencing or relating to any of the Obligations or any of the Loan Documents, including, but not limited to, an increase or decrease in the Obligations; ; (iii) any taking and holding of collateral or additional guarantees for all or any of the Obligations, or any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination, termination, or release of any collateral or such guarantees, or any non-perfection of any collateral or any consent to departure from any such guaranty; (iv) any waiver, renewal, extension, additionmanner of application of collateral, or supplement toproceeds thereof, to all or any of the Obligations, or deletion fromthe manner of sale of any collateral; (v) any consent by the Agent or the Banks to the change, restructuring or termination of the corporate structure or existence of the Borrower or any affiliate thereof and any corresponding restructuring of the Obligations, or any other action restructuring or inaction under refinancing of the Obligations or any portion thereof; (vi) any modification, compromise, settlement or release by the Agent or the Banks, by operation of law or otherwise, collection or other liquidation of the Obligations or the liability of the Borrower, any Guarantor or any other Subsidiary Guarantor, or of any collateral, in whole or in respect part, and any refusal of payment by the Agent or the Banks, in whole or in part, from any Guarantor or any other Subsidiary Guarantor in connection with any of the Obligations, whether or not with notice to, or further assent by, or any reservation of rights against, any Subsidiary Guarantor; (vii) the waiver of the performance or observance by the Borrower of any agreement, covenant, term or condition to be performed by it; (viii) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the property, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar application or proceeding affecting the Borrower or any of its assets; (ix) subject to the provisions of Section 7.01 of the DIP Credit Agreement, upon the Obligations becoming due and payable (by acceleration or otherwise), the Agent, the Banks and the Collateral Monitor shall be entitled to immediate payment of all such Obligations by the Subsidiary Guarantors (or any of them) upon written demand by the other Loan DocumentsAgent, without further application to or order of the Bankruptcy Court; (x) Each of the Subsidiary Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other documentsSubsidiary Guarantor and any circumstances affecting the ability of the Borrower to perform under the DIP Credit Agreement; (xi) the release of the Borrower from the performance or observance of any agreements, instruments covenants, terms or agreements conditions contained in any agreement or document evidencing or relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack Loan Documents by operation of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereoflaw; or (jxii) any other circumstance (including, but not limited to, any statute of limitations) which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderSubsidiary 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 Obligations is rescinded or must otherwise be returned by the Banks upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. This Agreement is a continuing, absolute, unconditional and irrevocable guarantee of payment and shall remain in full force and effect until Full Payment of the Guaranteed Obligations. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameagreement under which they arise, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders any Lender with respect thereto. The liability of Guarantor Guarantors under this Guaranty Agreement shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate legality or due date or other term of any enforceability of the Obligations; Loan Agreement, any other Loan Document or any other agreement or instrument relating to any thereof; (iib) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Guaranteed Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waivercompromise, renewal, extension, addition, acceleration or supplement to, or deletion fromrelease with respect thereto, or any other action amendment or inaction under waiver of or in respect of, any consent to departure from the Credit Agreement, any of the other Loan Documents, Agreement or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingDocument; (c) any furnishing to the Agent addition, exchange, release, impairment or the Lenders non-perfection of any security for the Obligationscollateral, or any sale, exchange, release or surrender ofamendment or waiver of or consent to departure from any other guaranty, for all or realization on, any collateral security for of the Guaranteed Obligations; (d) the failure of Agent or any settlement Lender (i) to assert any claim or compromise demand or to enforce any right or remedy against any Guarantor, any Borrower or any other Person (including any other guarantor) under the provisions of the Loan Agreement, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Guaranteed Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcyamendment to, insolvencyrescission, reorganizationwaiver, composition, adjustment, dissolution, liquidation or other like proceeding relating modification of, or any consent to departure from, any other Guarantor, of the Borrower terms of the Loan Agreement 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 proceedingLoan Document; (f) any nonperfection of defense, set-off or counterclaim which may at any security interest time be available to or other Lien on be asserted by any of the collateral securing Guarantor or any of the ObligationsBorrower against Agent or any Lender; (g) any act reduction, limitation, impairment or failure termination of the Guaranteed Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to act (and each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the Borrower invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other Person which may adversely affect such Guarantor’s subrogation rightsevent or occurrence affecting, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower Guaranteed Obligations or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofotherwise; or (jh) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Guarantor hereunderBorrower or any Guarantor, other than payment of the Guaranteed Obligations by a Borrower or Guarantor.

Guaranty Absolute. Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute primary, absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan DocumentNote, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, Note or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, Note or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBuyer; (ed) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other such Guarantor, the Borrower Buyer 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (ge) any act or failure to act by the Borrower Buyer or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower Buyer to recover payments made under this Guaranty; (hf) any application of sums paid by the Borrower Buyer or any other Person with respect to the liabilities of the Borrower Buyer to the Agent or the LendersHolder, regardless of what liabilities of the Borrower Buyer remain unpaid; (ig) any defect, limitation or insufficiency in the borrowing powers of either of the Borrower Borrowers or in the exercise thereof; (h) any defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to or be asserted by Buyer or any other Person against the Holder; (i) any change in the corporate existence, structure or ownership of Buyer; (j) any statement, representation or warranty made or deemed made by or on behalf of Buyer under the Note or any document related thereto, or any amendment hereto or thereto, proves to have been incorrect or misleading in any respect; or (jk) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereundera guarantor hereunder (other than indefeasible payment and performance in full).

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Bridge Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Bridge Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Bridge Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Administrative Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Administrative Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agent, the Lenders, the Issuing Lender or the Lenders Swingline Lender with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing Credit Agreement and the sameNotes, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Assignee or whether the Assignee is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, Notes or any other document, agreement or instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingrelating thereto; (cii) any furnishing to change in the Agent time, manner or the Lenders place of payment of, or in any security for other term of, all or any of the Obligations, or any saleother amendment or waiver of or any consent to departure from the Credit Agreement or the Notes, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Assignee or any of its subsidiaries or otherwise; (iii) any taking, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise non-perfection of any of the Obligations, any security thereforcollateral, or any liability taking, release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (giv) any act manner of application of collateral, or failure proceeds thereof, to act by all or any of the Borrower Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against assets of the Borrower to recover payments made under this GuarantyAssignee or any of its subsidiaries; (hv) any application change, restructuring or termination of sums paid by the Borrower corporate structure or existence of the Assignee or any other Person with respect to the liabilities of its subsidiaries or its status as a Subsidiary of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofGuarantor; or (jvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Assignee or a guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any Guarantor hereundertime any payment of any of the Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Assignee or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Credit Parties with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders a Credit Party of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other obligor; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower Borrower, any other obligor or any other Person which may adversely affect such the Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (hf) any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations; (g) any application of sums paid by the Borrower Borrower, any other Guarantor or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersCredit Parties, regardless of what liabilities of the Borrower remain unpaid; (h) to the fullest extent permitted by law, any statute of limitations in any action hereunder or for the collection of the Notes or the Loans or for the payment or performance of the Guarantied Obligations; (i) the incapacity or lack of authority of Borrower or the Guarantor or any defectother person or entity; (j) the dissolution or termination of existence of the Borrower, limitation the Guarantor or insufficiency in any other Person; (k) the borrowing powers voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of the Borrower or any other Person; (l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, the Borrower or the Guarantor or any other person, or any of the Borrower’s or the Guarantor’s or any other Person’s or entity’s properties or assets; (m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any Property or any of the improvements located thereon; (n) the failure of a Credit Party to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or nonaction on the part of any other person whomsoever in connection with any Guarantied Obligation; (o) any failure or delay of a Credit Party to commence an action against the exercise thereofBorrower or any other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan Documents, or to realize upon any security; (p) any failure of any duty on the part of a Credit Party to disclose to the Guarantor any facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or any of the improvements located thereon, whether such facts materially increase the risk to the Guarantor or not; (q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties; (r) other than as expressly required hereunder, the failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the Guarantied Obligations; (s) other than as expressly required hereunder, the failure to make or give protest and notice of dishonor or of default to the Guarantor or to any other party with respect to the indebtedness or performance of the Guarantied Obligations; (t) except as otherwise specifically provided in this Guaranty, any and all other notices whatsoever to which the Guarantor might otherwise be entitled; (u) any lack of diligence by the Credit Parties in collection, protection or realization upon any collateral securing the payment of the indebtedness or performance of the Guarantied Obligations; (v) the compromise, settlement, release or termination of any or all of the obligations of the Borrower under the Notes or the Loan Documents; (w) any transfer by the Borrower or any other Person of all or any part of the security encumbered by the Loan Documents; (x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract, tort, or any other theory, that the Guarantor may have provided, however, that the foregoing shall not be deemed a waiver of the Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of the Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate action or proceeding; (y) any law, regulation, decree or order of any jurisdiction or any event affecting any provision of the Guarantied Obligations; or (jz) to the fullest extent permitted by law, any other circumstance legal, equitable or surety defenses whatsoever to which the Guarantor might otherwise be entitled or any other circumstances which might otherwise constitute a defense available todischarge of the Guarantor (other than indefeasible payment in full or as to the Guarantor, a release of the Guarantor pursuant to and as provided in the Credit Agreement or a discharge ofas approved by all of the Lenders), any it being the intention that the obligations of the Guarantor hereunderhereunder are absolute, unconditional and irrevocable.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid paid, observed and performed strictly in accordance with the terms of the documents evidencing MOA, the sameCharter and the other Charter Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Owner with respect thereto. If any of the Obligations shall not be paid, observed or performed in accordance with their terms, the Guarantor shall immediately pay, observe or perform the same, this Guaranty being a guaranty of full payment, observance and performance and not of collectability, and is in no way conditional or contingent. The liability of Guarantor under this Guaranty shall be absolute absolute, independent and unconditional in accordance with its terms and shall remain in full force and effect without regard tounconditional, and shall not be released, suspendeddiminished, discharged, terminated waived, limited or otherwise affected by, for any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations)reason whatsoever, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):following: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of or irregularity, defect or deficiency in the Credit AgreementMOA, the Charter or any of the other Loan Charter Documents; (b) any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the Obligations, or any other document, instrument amendment or agreement referred to therein or evidencing any Obligations waiver of or any assignment restructuring of, or transfer of consent to departure from, the MOA, the Charter or any of the foregoingother Charter Documents; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, non-perfection or realization on, any collateral security for the Obligations; (d) any settlement or compromise impairment of any of collateral, including, without limitation, the Obligationsoffshore drilling units "Jim Cunningham" and "Randolph Yost" (together, any security thereforthe "C▇▇▇▇▇▇▇▇▇ ▇▇▇▇els"), o▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ guarantor or any liability release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. This Agreement is a continuing, absolute, unconditional and irrevocable guarantee of payment and shall remain in full force and effect until Full Payment of all Guaranteed Obligations. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameagreement under which they arise, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders any Lender with respect thereto. The liability of Guarantor Guarantors under this Guaranty Agreement shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate legality or due date or other term of any enforceability of the Obligations; Loan Agreement, any other Loan Document or any other agreement or instrument relating to any thereof; (iib) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Guaranteed Obligations; (iii) , or any compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment or waiver of, of or any consent to the departure from the Loan Agreement or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating subject, however, to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any each Guarantor’s right to make inquiry of the other Loan Documents, or any other documents, instruments or agreements relating Agent and the Secured Parties to ascertain the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any amount of the foregoing; (b) Guaranteed Obligations at any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingreasonable time; (c) any furnishing to the Agent addition, exchange, release, impairment or the Lenders non-perfection of any security for the Obligationscollateral, or any sale, exchange, release or surrender ofamendment or waiver of or consent to departure from any other guaranty, for all or realization on, any collateral security for of the Guaranteed Obligations; (d) any settlement or compromise the failure of any of the Obligations, any security therefor, Agent or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.Lender

Guaranty Absolute. Each Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of each Guarantor under this Guaranty shall be is absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon‑perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, any collateral, for all or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the payment in full of the Obligations.

Guaranty Absolute. Guarantor The Parent guarantees that the Obligations will be performed or paid strictly in accordance with the terms of the documents evidencing the sameapplicable Transaction Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders any Beneficiary with respect thereto. The obligations of the Parent under this Parent Undertaking are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Parent to enforce this Parent Undertaking, irrespective of whether any action is brought against ▇▇▇▇▇▇▇▇ 66 Co. or whether ▇▇▇▇▇▇▇▇ 66 Co. is joined in any such action or actions. The liability of Guarantor the Parent under this Guaranty Parent Undertaking shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of any Transaction Document, or any agreement or instrument relating thereto; (b) any change in the Credit Agreementtime, manner or place of payment of, or in any other term of, all or any of the other Loan DocumentsObligations, or any other document, instrument amendment or agreement referred to therein or evidencing any Obligations waiver of or any assignment consent to departure from any Transaction Document, including, without limitation, any increase in the Obligations resulting from additional Purchases or transfer Issuances/Modifications of any Letters of the foregoingCredit or otherwise; (c) any furnishing failure or omission to enforce any right, power or remedy with respect to the Agent Obligations or the Lenders of any security for the Obligationspart thereof or any agreement relating thereto, or any sale, exchange, release collateral securing the Obligations or surrender of, or realization on, any collateral security for the Obligationspart thereof; (d) any settlement or compromise waiver of any of the Obligationsright, any security therefor, power or any liability remedy or of any other party default with respect to the Obligations, Obligations or any subordination of the payment of the Obligations to the payment of part thereof or any other liability of the Borroweragreement relating thereto; (e) any bankruptcytaking, insolvencyexchange, reorganization, composition, adjustment, dissolution, liquidation release or other like proceeding relating to non-perfection of any other Guarantor, the Borrower or any other Personcollateral, or any action taken with respect taking, release or amendment or waiver of or consent to this Guaranty by departure from any trustee other guaranty, for all or receiver, or by any court, in any such proceeding; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (gf) any act manner of application of collateral, or failure proceeds thereof, to act by all or any of the Borrower Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other Person assets of ▇▇▇▇▇▇▇▇ 66 Co. or any of its Subsidiaries; (g) the existence of any claim, setoff or other rights which the Provider may adversely affect such Guarantor’s subrogation rights, if any, have at any time against the Borrower to recover payments made under this Guaranty▇▇▇▇▇▇▇▇ 66 Co. in connection herewith or any unrelated transaction; (h) any application assignment or transfer of sums paid by the Borrower Obligations or any part thereof permitted under the Purchase and Contribution Agreement, this Agreement or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaidTransaction Document; (i) any defectchange, limitation restructuring or insufficiency in the borrowing powers termination of the Borrower corporate structure or in the exercise thereofexistence of ▇▇▇▇▇▇▇▇ 66 Co. or any of its Subsidiaries; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder▇▇▇▇▇▇▇▇ 66 Co. or a guarantor.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Administrative Agent, the Lenders, the Swingline Lender, or the Lenders Issuing Bank with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent Administrative Agent, the Lenders, the Swingline Lender, or the Lenders Issuing Bank of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other Loan Party; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other such Guarantor, the Borrower Borrower, any other Loan Party 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. This Guaranty shall in all respects be an absolute, unconditional and irrevocable guaranty of payment of the Guaranteed Obligations and Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameLoan Documents under which they arise, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Guaranteed Party with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated terminated, modified or otherwise affected by, by any circumstance or occurrence whatsoever (other than the full and final payment and performance whatsoever, including without limitation any of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) ): (i) any change in the amount, interest rate or due date or other term waiver of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Documentpayment, or any other document term, of any of the Guaranteed Obligations or instrument evidencing Loan Documents, any waiver of or relating to any Obligations; or (iv) any waiver, renewal, extension, increase, amendment or modification of or addition, consent or supplement to, to or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guaranteed Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, Documents or any other document, instrument or agreement referred to therein or evidencing any assignment or transfer of any of the Guaranteed Obligations or Loan Documents; (ii) any lack of validity, legality or enforceability of any of the Guaranteed Obligations or Loan Documents or any other document, instrument, or agreement referred to therein or of any assignment or transfer of any of the foregoing; ; (ciii) any furnishing to the Agent or the Lenders Guaranteed Party of any security additional collateral for any of the Obligations, Guaranteed Obligations or any sale, exchange, release or surrender of, or realization on, any collateral security for any of the Guaranteed Obligations; ; (div) any settlement settlement, release or compromise of any of the ObligationsGuaranteed Obligations or Loan Documents, any security collateral therefor, or any liability of any other party (including without limitation any other guarantor) with respect to any of the ObligationsGuaranteed Obligations or Loan Documents, or any subordination of the payment of any of the Guaranteed Obligations to the payment of any other indebtedness, liability or obligation of the Borrower; ; (ev) any bankruptcy, insolvency, reorganization, composition, adjustment, merger, consolidation, dissolution, liquidation or other like proceeding or occurrence relating to any other Guarantor, the Borrower or any other Personchange in the ownership, composition or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; nature of the Borrower; (fvi) any nonperfection non-perfection, subordination, release, avoidability or voidability of any security interest interest, security title, pledge, collateral assignment or other Lien lien of the Guaranteed Party on any collateral for any of the collateral securing any of the Obligations; (g) any act Guaranteed Obligations or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; ; (hvii) any application of sums paid by the Borrower or any other Person person with respect to the liabilities any of the Borrower Guaranteed Obligations, except to the Agent or extent actually applied against the LendersGuaranteed Obligations, regardless of what other liabilities of the Borrower remain unpaid; ; (iviii) the failure of the Guaranteed Party to assert any defect, limitation claim or insufficiency in the borrowing powers of demand or to enforce any right or remedy against the Borrower or in any other person (including any other guarantor of any of the Guaranteed Obligations) under the provisions of any of the Loan Documents or otherwise, or any failure of the Guaranteed Party to exercise thereofany right or remedy against any other guarantor of or any collateral for any of the Guaranteed Obligations; or (jix) any other act or failure to act by the Guaranteed Party which may adversely affect any guarantor of the Guaranteed Obligations; or (x) any other circumstance which might otherwise constitute a defense available toagainst, or a legal or equitable discharge of, the liability of any Guarantor hereunderguarantor of the Guaranteed Obligations.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any additional security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other the Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the ObligationsCollateral; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (ih) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (ji) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any the Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees agrees that its obligations hereunder and under the Obligations will be paid strictly in accordance with the terms other Investment Documents to which it is a party are irrevocable, absolute and unconditional, are independent of the documents evidencing the sameGuaranteed Obligations and any collateral or other security therefor, regardless of if any, or other guaranty or liability in respect thereof, whether given by such Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, by reason of any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations)following, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice or knowledge thereof):: (a) (i) any change in the amounttime, interest rate manner or due date place of payment of, or in any other term of, any Guaranteed Obligations or any guaranty or other term of any of the Obligations; (ii) any change liability in the timerespect thereof, place or manner of payment of all or any portion of the Obligations; (iii) any amendment amendment, modification or waiver supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the departure from or other indulgence with respect to, the Credit Investment Agreement, any other Loan Document, Investment Document or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (bii) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty or enforceability other liability in respect thereof or any provisions of the Credit Investment Agreement, any of the other Loan Documents, Investment Document or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ciii) any furnishing to the Agent addition or release of Guarantors hereunder or the Lenders taking, acceptance or release of other guarantees of any security Guaranteed Obligations or additional collateral or other security, if any, for the Obligations, any Guaranteed Obligations or for any sale, exchange, release guaranty or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (div) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (ev) any agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in respect of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any collateral or other security, if any, for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such collateral or other security; (vi) the exercise of any right or remedy available under the Investment Documents, at law, in equity or otherwise in respect of any collateral or other security, if any, for any Guaranteed Obligations or for any guaranty or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (vii) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentliquidation, insolvency, dissolution, liquidation termination, reorganization or other like proceeding relating to any other Guarantor, change in the Borrower corporate structure or existence of the Company or any other Person, Person directly or indirectly liable for any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Guaranteed Obligations; (gviii) any act manner of application of any payments by or failure to act amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Borrower Company or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) directly or indirectly liable for any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the LendersGuaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid; (i) unpaid after any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofsuch application; or (jix) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, or a discharge ofthe Company, any Guarantor hereunderor a surety or guarantor generally, other than the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable) (the “Termination Requirements”).

Guaranty Absolute. Guarantor The obligation of the Parent under Section 11.1 is and shall be construed as a continuing, absolute and unconditional guaranty of payment and performance in full, and shall remain in full force and effect until all Obligations have been paid in full and the Obligations are paid in full. The Parent guarantees that the Obligations will be paid and performed strictly in accordance with the terms of this Agreement and the documents evidencing the sameother Loan Documents, regardless of any legal requirement applicable law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor the Parent under this Guaranty guaranty shall be absolute to the fullest extent permitted by law, absolute, unconditional and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, this Agreement or any other document, instrument or agreement referred to therein or evidencing any Obligations Loan Document or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding instrument relating to any other Guarantor, the Borrower thereof 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (gb) any act change in the existence or failure to act by ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application property of sums paid by the Borrower or any resulting release or discharge of any Obligation contained in this Agreement or any other Loan Document; (c) the failure of the Agent or the Lenders to assert any claim or demand or to enforce any right or remedy against the Borrower, the Parent, any other Guarantor or any other Person under the provisions of this Agreement or any other Loan Document or any other instrument relating to any thereof or under any applicable law; (d) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other compromise, renewal, extension, acceleration or release with respect thereto, or any other amendment to, rescission, waiver or other modification of or any consent to the liabilities departure from any of the terms of this Agreement or any other Loan Document or any other instrument relating to any thereof; (e) any increase, reduction, limitation, impairment or termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any of the Obligations (and the Parent hereby waives any right to or claim of any such defense or set-off, counterclaim, recoupment or termination); (f) any defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrower to against the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jg) any other circumstance which might otherwise constitute a suretyship or other defense available to, or a legal or equitable discharge of, the Borrower or any Guarantor hereunderof the Guarantors.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such the Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any the Guarantor hereunder.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute absolute, unconditional and unconditional in accordance with its terms and shall remain in full force and effect without regard toirrevocable, and shall not be releasedirrespective of: (a) any express or implied amendment, suspendedmodification, dischargedrenewal, terminated addition, supplement or otherwise affected by, any circumstance or occurrence whatsoever extension (other than the full and final payment and performance of the Obligations), including, without limitation, extensions beyond the following (whether or not such Guarantor consents thereto or has notice thereof): (aoriginal term) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingLease; (b) any lack of validity exercise or enforceability of nonexercise by the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer County of any of right or privilege under this Guaranty or the foregoingLease; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation litigation or other like proceeding relating to the Guarantor or the Lessee or to any other Guarantor, the Borrower or guarantor (which term shall include any other Personparty at any time directly or contingency liable for any of Guaranteed Obligations), or any action taken with respect to this Guaranty by any trustee trustee, received or receiver, or by any court, court in any such proceeding, whether or not the Guarantor shall have had notice or knowledge of any of the foregoing; (d) any release or discharge of the Lessee from its liability under the Lease or any release or discharge of any endorser, guarantor or other party at any time directly or continently liable for the Guaranteed Obligations; (e) any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection or liquidation of any or all of Lessee’s obligations under the Lease; (f) any nonperfection of any security interest assignment or other Lien on any transfer of this Guaranty in whole or in part or of the collateral securing any of the ObligationsLease; (g) any act or failure to act by acceptance of partial performance of the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;Guaranteed Obligations; and (h) any application consent to the transfer of sums paid by the Borrower Lease or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise portion thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the ----------------- Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Credit Document, or any other document or instrument evidencing or relating to any Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Credit Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Credit Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s 's subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of the Guarantor under this Guaranty shall be absolute is absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon-perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, or deletion fromany impairment of any Lien on, any collateral, for all or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the payment in full of the Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made).

Guaranty Absolute. The Guarantor guarantees agrees that the Obligations will be paid strictly in accordance with the terms its obligations hereunder are irrevocable, absolute and unconditional, are independent of the documents evidencing Guaranteed Obligations and any security therefor or other guaranty or liability in respect thereof, whether given by the same, regardless of Guarantor or any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toother Person, and shall not be released, suspended, discharged, terminated limited or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term by reason of any of the Obligations; following, whether or not the Guarantor has notice or knowledge thereof: (iia) any change in the time, manner or place or manner of payment of all of, or in any other term of, any Guaranteed Obligations or any portion of the Obligations; (iii) guaranty, security or other liability in respect thereof, or any amendment amendment, modification or waiver supplement to, restatement of, or consent to the any rescission or waiver of or departure from or other indulgence with respect to, the Credit Agreementfrom, any other Loan Documentprovisions of the Notes or the Indenture, or any other document agreement or instrument evidencing or relating delivered pursuant to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) the invalidity or unenforceability of any lack of validity Guaranteed Obligations, any guaranty, security or enforceability other liability in respect thereof or any provisions of the Credit Agreement, any of Notes or the other Loan DocumentsIndenture, or any other document, agreement or instrument or agreement referred delivered pursuant to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) the addition or release of any furnishing to the Agent other guarantor or the Lenders taking, acceptance or release of other guarantees of any Guaranteed Obligations or for any guaranty, security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsother liability in respect thereof; (d) any settlement discharge, modification, settlement, compromise or compromise other action in respect of any of the Obligations, any security therefor, Guaranteed Obligations or any guaranty, security or other liability in respect thereof, including any acceptance or refusal of any other party offer or performance with respect to the Obligations, same or any the subordination of the payment of the Obligations same to the payment of any other liability of the Borrowerobligations; (e) any bankruptcyagreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, insolvencycourt order or otherwise) any right or remedy in respect of any Guaranteed Obligations, reorganizationany guaranty, composition, adjustment, dissolution, liquidation security or other like proceeding relating to any other Guarantor, the Borrower or any other Person, or any action taken with liability in respect to this Guaranty by any trustee or receiver, or by any court, in any such proceedingthereof; (f) any nonperfection the exercise of any right or remedy available under the Note Documents, at law, in equity or otherwise in respect of any guaranty, security interest or other Lien on liability for any of the collateral securing Guaranteed Obligations, in any of the Obligationsorder and by any manner thereby permitted; (g) any act bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or failure to act by like change in the Borrower corporate structure or existence of NYSE or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantydirectly or indirectly liable for any Guaranteed Obligations; (h) any manner of application of sums any payments by or amounts received or collected from any Person, by whomsoever paid by the Borrower and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of NYSE or any other Person with respect to the liabilities of the Borrower to the Agent directly or the Lendersindirectly liable for any Guaranteed Obligations, regardless of what liabilities of the Borrower Guaranteed Obligations may remain unpaid;unpaid after any such application; or (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which that might otherwise constitute a defense legal or equitable discharge of, or a defense, set-off or counterclaim available to, or a discharge ofNYSE, any Guarantor hereunderor a surety or guarantor generally, other than (i) the payment in full in cash of the Guaranteed Obligations (other than contingent and indemnification obligations not then due and payable), (ii) satisfaction and discharge of the Indenture in accordance with Section 401 of the Base Indenture, (iii) defeasance or covenant defeasance in accordance with Section 1301 or Section 1302 of the Base Indenture or (iv) expiration of this Guaranty in accordance with Section 1(a) hereof (the satisfaction of any of these conditions shall constitute the “Termination Requirement”).

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms and provisions of this Guaranty and, to the documents evidencing the samemaximum extent permitted by law, regardless of Guarantor waives any legal requirement law, regulation, order or judgment now or hereafter in effect in any jurisdiction affecting any the obligations of such terms Guarantor or the rights of the Agent or the Lenders Lender with respect thereto. The This Guaranty, and the liability of Guarantor under this Guaranty (which liability is subject to Sections 1(c) and 2 hereof), shall continue and be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate lack of validity or due date or other term enforceability of any of the Obligations; Terms; (iib) any change in the time, manner or place or manner of payment of, or in any other term, including the applicable rate of interest, of, all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan DocumentTerms, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionamendment, modification or waiver of or any consent to departure from any of the Terms; (c) any act or omission of Lender of any nature whatsoever; (d) with respect to Guarantor, Borrower or any other person or entity, (i) any failure to obtain required authorization by all necessary corporate, partnership or other action relating to the incurrence of the Obligations or to the execution, delivery or performance of any of the Terms, or supplement to(ii) any violation of any provision of any of the articles of incorporation, by-laws, partnership agreement or any other document, instrument or agreement occasioned by the incurrence of the Terms, by the execution, delivery, or deletion fromperformance of any of the Terms, or by any failure of same to have been duly authorized by all necessary corporate or other action; (e) any amendment, waiver, modification, extension or renewal of or consent to departure from or forbearance of any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, this Guaranty or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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 proceedingTerms; (f) any nonperfection exchange, release, forbearance or surrender of or any other action or inaction with respect to any collateral (including, without limitation, the right to receive Distributions with respect to the Interests) at any time and from time to time now or hereafter securing any or all of the Obligations or Terms or the liability of Guarantor, Borrower or any other person or entity in respect of all or any of the Terms or any failure to perfect or continue as perfected any security interest or other Lien on lien with respect to any such collateral, or any loss or destruction of any such collateral, or any matter impairing the value of such collateral as security for all or any of the collateral securing Terms, the liability of Guarantor, Borrower or any other person or entity, in respect of all or any of the ObligationsObligations or Terms; (g) any act other guaranty now or failure to act hereafter executed by the Borrower Guarantor or anyone else or any recovery under any such other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guarantyguaranty; (h) any application waiver of sums paid by or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any of the Borrower terms and provisions of the Terms, or any claim, cause of action, right or remedy which Lender may, at any time, have under this Guaranty, the Security Agreement or any of the other Person Collateral Documents or with respect to any guaranty or any security which may be held by Lender with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaidLoan; (i) the failure to give Guarantor any defectnotice whatsoever, limitation other than any notice which Lender is expressly required to give pursuant to any provisions of this Guaranty; (j) exculpatory provisions in any of the Collateral Documents limiting Lender's recourse to property encumbered by the Loan Documents or insufficiency to any other security or limiting Lender's rights to enforce a deficiency judgment against Borrower; (k) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of Borrower's interest in any property securing the Loan or the occurrence of any such sale, assignment, conveyance, merger or other voluntary or involuntary transfer which results in Guarantor becoming the Borrower under the Collateral Documents, provided, however, that any such sale, assignment, conveyance, merger or other transfer shall be subject to the limitations set forth in the borrowing powers Collateral Documents; (l) any sale, assignment, conveyance, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of the Borrower or interest of Lender in the Collateral Documents or this Guaranty; (m) any failure to properly record or file any of the Collateral Documents, or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan; (n) any recovery as a result of the exercise by Lender of any of its rights or remedies under the Collateral Documents, including any foreclosure thereof; or (jo) any other fact, circumstance which or matter of any nature whatsoever that might otherwise constitute a defense available to, or a discharge of, or might otherwise operate to release or affect the obligations of, Guarantor, Borrower or any other person or entity liable to Lender in respect of any of the Terms. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, regardless of whether any payment of any of the Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy, or reorganization of Guarantor, Borrower, or any other person or entity or for any reason whatsoever, all as though such payment had not been made. Lender shall not be required to contest, dispute or litigate its obligation to make such payment or repayment. The obligations of Guarantor hereunderhereunder shall be absolute and primary, shall be complete and binding as to Guarantor upon its execution of this Guaranty, shall be subject to no conditions precedent, and shall be independent of and cumulative to any other of the Terms, and Lender may exercise any of its rights and remedies under this Guaranty, any other of the Terms or otherwise singly or concurrently. The obligations of Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any voluntary or involuntary bankruptcy, insolvency, receivership, reorganization, liquidation, arrangement, or debtor-relief proceeding of or against Borrower, or by any defense that Borrower may have by reason of the existence of any such proceeding or any order, decree or decision of any court or administrative body resulting from or relating to any such proceeding.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameRevolving Credit Note, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Cabot with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance obligations of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):hereunder are (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Revolving Credit AgreementNote or any other agreement or instrument relating thereto; or (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the other Loan DocumentsObligations, or any other document, instrument amendment or agreement referred to therein or evidencing any Obligations waiver of or any assignment consent to departure from the Revolving Credit Note, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Maker or transfer of any of the foregoing;its subsidiaries or otherwise; or (c) any furnishing to the Agent taking, exchange, release or the Lenders non-perfection of any security collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (d) any manner of application of collateral, or proceeds thereof, to all or any of the Obligations, or any sale, exchange, release manner of sale or surrender of, or realization on, other disposition of any collateral security for the Obligations; (d) any settlement all or compromise of any of the Obligations, any security therefor, Obligations or any liability other assets of any other party with respect to the Obligations, Maker or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower;its Subsidiaries; or (e) any bankruptcychange, insolvency, reorganization, composition, adjustment, dissolution, liquidation restructuring or other like proceeding relating to any other Guarantor, termination of the Borrower corporate structure or existence of the Maker 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofits Subsidiaries; or (jf) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Maker or a guarantor. If at any Guarantor hereundertime any payment of any of the Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Maker or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders any Guaranteed Party with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Obligations; , or (ii) any change in the time, place or manner of payment of all or any portion of the Guaranteed Obligations; , or (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guaranteed Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guaranteed Obligations or any other instrument or agreement referred to therein or evidencing any Guaranteed Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance except in accordance with Section 5.6 of the ObligationsCredit Agreement if all Collateral Properties owned by Guarantor are released in accordance with the terms of the Credit Agreement), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantorguarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderhereunder (other than payment or satisfaction of such Obligations).

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s 's subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

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 Obligations will be paid and performed strictly in accordance with the terms of the documents evidencing Credit Agreement and the same, other Loan Documents regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agents or the Lenders Banks with respect thereto. The 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 shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in lack of genuineness, validity, legality or enforceability of the amountCredit Agreement, interest rate any other Loan Document or due date any other document, agreement or other term instrument relating thereto or any assignment or transfer of any of the Obligations; thereof; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; Obligations (iii) any amendment or waiver ofincluding, or consent to without limitation, the departure from or other indulgence with respect topossible 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 Credit Agreement, any other Loan Document), or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, indulgence, compromise, renewal, extension, amendment, modification of, or addition, or consent, supplement to, or deletion consent to departure from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, Agreement or any other documentsLoan Document or any document, instruments instrument or agreements agreement relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereof; (biii) any lack release or partial release of validity any other guarantor or enforceability other obligor in respect of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingObligations; (civ) any furnishing to the Agent exchange, release or the Lenders non-perfection of any security collateral for all or any of the Obligations, or any salerelease, exchange, release or surrender amendment or waiver of, or realization onconsent to departure from, any collateral security guaranty or security, for all or any of the Obligations; (dv) any settlement or compromise furnishing of any additional security for any of the Obligations; (vi) the liquidation, bankruptcy, insolvency or reorganization of any Borrower, any security therefor, other guarantor or any liability of any other party with obligor in respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (fvii) any nonperfection modification or termination of any security interest intercreditor or subordination agreement pursuant to which the claims of other Lien on any creditors of the collateral securing any Borrowers or the Guarantor are subordinated to those of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofBanks; or (jviii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower or the Guarantor. (c) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment or performance of the Obligations, or any part thereof, is, upon the insolvency, bankruptcy or reorganization of one or more of the Borrowers or the Guarantor or otherwise pursuant to applicable law, rescinded or reduced in amount or must otherwise be restored or returned by any Agent or 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 but for the filing of a petition in bankruptcy with respect to the Borrowers, would accrue on such Obligations), and the other obligations hereunder, without any further notice or demand.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Credit Document, or any other document or instrument evidencing or relating to any Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Credit Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Credit Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s 's subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Each Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;; HOU:0007002/04558:1716085v10 (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor guarantees guaranties that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameLoan Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Bank with respect thereto. The liability of Guarantor under this Guaranty Agreement shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity or enforceability of any provision of any Loan Document or any other agreement or instrument relating to any Loan Document, interest rate or due date avoidance or other term subordination of any of the Obligations; ; (ii) any change in the time, manner or place or manner of payment of, or in any other term of, or any increase in the amount of, all of the Obligations, or any other amendment or waiver of any term of, or any consent to departure from any requirement of, any of the Loan Documents; (iii) any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other guaranty of, or any consent to departure from any requirement of any other guaranty of, all or any of the Obligations; (iv) the absence of (A) any attempt to collect any of the Obligations from Borrowers or from any other guarantor or (B) any other action to enforce the same or the election of any remedy by Bank; (v) any waiver, consent, extension, forbearance or granting of any indulgence by Bank with respect to any provision of any Loan Document; (vi) the election by Bank in any proceeding under chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of section 1111(b)(2) of the Bankruptcy Code; (vii) any borrowing or grant of a security interest by ▇▇▇▇▇▇▇▇, as debtor-in-possession, under section 364 of the Bankruptcy Code; (viii) the disallowance, under section 502 of the Bankruptcy Code, of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any claims of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security Bank for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise payment of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jix) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, of a borrower or a discharge of, any Guarantor hereunderguarantor.

Guaranty Absolute. The Guarantor hereby guarantees that the Payment Obligation will be paid and the Performance Obligations will be paid performed strictly in accordance with the terms of the documents evidencing Merger Agreement. The Obligations constitute a present and continuing guaranty of payment and performance, and not of collectibility. Subject to Section 1.5, the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights liability of the Agent or the Lenders with respect thereto. The liability of Guarantor under this Guaranty Agreement shall be absolute absolute, unconditional, present and unconditional in accordance with its terms and shall remain continuing until all of the Obligations have been indefeasibly paid in full force and effect without regard toor performed, and shall not be releasedas applicable, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amount, interest rate or due date assignment or other term transfer of the Merger Agreement or any of the Obligations; (ii) any change in the time, place or manner rights thereunder of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingBuyer therein; (b) any lack of validity amendment, waiver, renewal, extension or enforceability of the Credit Agreement, any of the other Loan Documentsrelease of, or any consent to or departure from or other documentaction or inaction related to, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingMerger Agreement; (c) any furnishing to the Agent acceptance by PFC of partial payment or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligationsperformance from Buyer; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation liquidation, or other like proceeding relating to any other Guarantor, the Borrower or any other PersonBuyer, or any action taken with respect to the Merger Agreement or this Guaranty Agreement by any trustee or receiver, or by any court, in any such proceeding; (fe) any nonperfection absence of any security interest notice to, or other Lien on knowledge by, the Guarantor, of the existence or occurrence of any of the collateral securing matters or events set forth in the foregoing subsections (a) through (d); (f) all notices and demands whether of presentment, protest, dishonor or otherwise, other than any of the Obligationsnotices and demands expressly set forth herein; (g) any act change in corporate structure, existence or failure to act by the Borrower or any other Person which may adversely affect such ownership of Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;; and (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which that might otherwise constitute a defense available to, or a discharge of, any Guarantor hereundera guarantor.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameCredit Documents, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders any Guaranteed Party with respect thereto. The Subject to Section 23 below, the liability of each Guarantor under this Guaranty shall be absolute and unconditional unconditional, with the same effect as a primary obligor and not merely as a surety, in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of of, or in any other term of, all or any portion of the Guaranteed Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Documentwaiver, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiverindulgence, renewal, extension, amendment or modification of or addition, consent or supplement to, to or deletion from, from or any other action or inaction under or in respect of, of the Credit Agreement, any of Agreement or the other Loan Credit Documents, or any other documents, instruments or agreements relating to the Guaranteed Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereof; (b) any lack of validity or enforceability of the Credit Agreement, any of Agreement or the other Loan Credit Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingthereof; (c) any furnishing to the Agent or the Lenders Guaranteed Parties of any additional security for the Guaranteed Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Guaranteed Obligations; (d) any settlement or compromise of 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; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, Guarantor or the Borrower or any other PersonBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor Subject to Section 5(b) hereof, the undersigned guarantees that the Obligations will be paid strictly in accordance with the terms of the documents Documents and/or any other document, instrument or agreement creating or evidencing the sameObligations, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders Company with respect thereto. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Documents. The liability of Guarantor the undersigned under this Guaranty shall be absolute and unconditional unconditional, in accordance with its terms terms, and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): : (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to, to or deletion from, from or any other action or inaction under or in respect of, the Credit Agreement, any of the Documents or any other Loan Documentsinstruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to the Creditor Parties or their assignees or any acceptance thereof or any release of any security by the Creditor Parties or their 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 other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, thereof or any other invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligationsterm thereof, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other PersonCompany, or any action 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 security interest collateral, or other Lien on any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the collateral securing any of the Obligations; Obligations or (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderthe undersigned. Any amounts due from the undersigned to the Creditor Parties 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 not allowed or allowable.

Guaranty Absolute. Guarantor Mondelēz International guarantees that the Designated Subsidiary Obligations will be paid strictly in accordance with the terms of the documents evidencing the samethis Agreement, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of Guarantor Mondelēz International under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in the amountlack of validity, interest rate enforceability or due date or other term genuineness of any provision of the Obligations; this Agreement, any Designation Agreement, any Note or any other agreement or instrument relating thereto; (iib) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Designated Subsidiary Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document amendment or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, waiver of or any other action or inaction under or in respect of, the Credit consent to departure from this Agreement, any of the other Loan Documents, Designation Agreement or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingNote; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender ofnon-perfection of any collateral, or realization onany release or amendment or waiver of or consent to departure from any other guaranty, for all or any collateral security for of the Designated Subsidiary Obligations; (d) any settlement law or compromise regulation of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower jurisdiction or any other Person, or event affecting any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding; (f) any nonperfection term of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereofa Designated Subsidiary Obligation; or (je) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Mondelēz International or any Guarantor hereunderother Borrower. 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 Designated Subsidiary Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of a Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing Assumption Agreement and the sameNote, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders PCJL with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or whether the Company is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: _____________________________________________________________________________ (a) (i) any change in the amount, interest rate lack of validity or due date or other term of any enforceability of the ObligationsAssumption Agreement, the Note or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from the Assumption Agreement or the Note; (iii) any taking, exchange, 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 Obligations; (iiiiv) any amendment or waiver ofmanner of application of collateral, or consent proceeds thereof, to all or any of the departure from or other indulgence with respect to, the Credit Agreement, any other Loan DocumentObligations, or any manner of sale or other document or instrument evidencing or relating to disposition of any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, collateral for all or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any assets of the foregoing; Company; (bv) any lack of validity change, restructuring or enforceability termination of the Credit Agreement, any corporate structure or existence of the other Loan Documents, Company; or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jvi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderthe Company or a guarantor.

Guaranty Absolute. Guarantor guarantees The guaranty pursuant to this Section 10.13 is a continuing, absolute, unconditional and irrevocable guarantee of payment and shall remain in full force and effect until all the Obligations have been indefeasibly paid in full in cash and the Revolving Loan Commitment shall have permanently terminated. The Borrowers guaranty that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the sameeach agreement under which they arise, regardless of any legal requirement law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any of the Lenders with respect thereto. The liability of Guarantor each of the Guarantors under this Guaranty Section 10.13 shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrespective of: (a) (i) any change in lack of validity, legality or enforceability of this Agreement, the amountNotes, interest rate any other Loan Document or due date any other agreement or other term of instrument relating to any of the Obligations; thereof; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waivercompromise, renewal, extension, addition, acceleration or supplement to, or deletion fromrelease with respect thereto, or any other action amendment or inaction under waiver of or in respect ofany consent to departure from this Agreement, the Credit Agreement, any of the other Loan Documents, Notes or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingLoan Document; (biii) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any saleaddition, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise non-perfection of any of the Obligations, any security thereforCollateral, or any liability release or amendment or waiver of or consent to departure from any other party with respect to the Obligationsguaranty, for all or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (giv) the failure of the Agent or any act Lender (A) to assert any claim or failure demand or to act by the Borrower enforce any right or remedy against any Obligor or any other Person which may adversely affect such Guarantor’s subrogation rights(including any other guarantor) under the provisions of this Agreement, if anyany Note, any other Loan Document or otherwise, or (B) to exercise any right or remedy against any other guarantor of, or Collateral securing, any of the Borrower to recover payments made under this GuarantyObligations; (hv) any application amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of sums paid by the Borrower terms of this Agreement, any Note or any other Person with respect Loan Document; (vi) any defense, set-off or counterclaim which may at any time be available to the liabilities of the Borrower to or be asserted by Obligor against the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaidany Lender; (ivii) any defectreduction, limitation limitation, impairment or insufficiency in the borrowing powers termination of the Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Borrower hereby waives any right to or in claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the exercise thereofinvalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Obligations or otherwise; or (jviii) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Guarantor hereunderObligor.

Guaranty Absolute. Guarantor This Guaranty shall in all respects be a continuing, absolute, unconditional, and irrevocable guaranty of payment, and shall remain in full force and effect until all Advances under the Loan Agreement have been repaid in full, and the commitments of the Banks under and in connection with the Operative Documents shall have terminated. AMD Inc. guarantees that that, subject to Section 2.1, the Guaranteed Obligations will be paid ----------- and performed strictly in accordance with the terms of the documents evidencing the sameOperative Document under which they arise, regardless of any legal requirement law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of AMD Saxonia, the Agent Security Agent, the Agent, or the Lenders any Bank with respect thereto. The liability of Guarantor AMD Inc. under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard tocontinuing, absolute, unconditional, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof):irrevocable irrespective of: (a) any lack of validity, legality, or enforceability of any Operative Document; (b) the failure of AMD Saxonia, the Security Agent, the Agent, the Paying Agent, or any Bank (i) to assert any change claim or demand or to enforce any right or remedy against AMD Holding or any other Person (including any other guarantor) under or in connection with the amount, interest rate or due date or other term provisions of any of the Obligations; 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, or place or manner of payment of or performance of, or in any other term of, all or any portion of the Guaranteed Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additioncompromise, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer renewal of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the ObligationsGuaranteed Obligation; (d) any settlement reduction, limitation, impairment, or compromise 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 AMD Inc. hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the Obligationsinvalidity, any security thereforillegality, non-genuineness, irregularity, compromise, unenforceability of, or any liability of other event or occurrence affecting, any other party with respect to the Guaranteed Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcyamendment to, insolvencyrescission, reorganizationwaiver, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower or any other Personmodification of, or any action taken with respect consent to this Guaranty by departure from, any trustee or receiver, or by of the terms of any court, in any such proceedingOperative Document; (f) any nonperfection addition, exchange, release, surrender, or non-perfection of any security interest collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other Lien on guaranty, held by AMD Saxonia, the Security Agent, the Agent, the Paying Agent, or any of the collateral Bank securing any of the Guaranteed Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (jg) any other circumstance which might otherwise constitute a defense available to, or a discharge of, AMD Holding, any Guarantor hereundersurety (Bhrge), or any guarantor.

Guaranty Absolute. Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of Guarantor CLA under this Guaranty shall be absolute and unconditional in accordance with its terms and shall remain in full force and effect without regard toabsolute, unconditional, and shall not be releasedirrevocable, suspendedirrespective of: (a) any express or implied amendment, dischargedmodification, terminated renewal, addition, supplement or otherwise affected by, any circumstance or occurrence whatsoever extension (other than the full and final payment and performance of the Obligations), including, without limitation, extensions beyond the following (whether or not such Guarantor consents thereto or has notice thereof): (aoriginal term) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoingGround Lease; (b) any lack of validity exercise or enforceability of nonexercise by the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer County of any of right or privilege under this Guaranty or the foregoingGround Lease; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation litigation or other like proceeding relating to CLA or the Assignee or to any other Guarantor, the Borrower or guarantor (which term shall include any other Personparty at any time directly or contingently liable for any of Guaranteed Obligations), or any action taken with respect to this Guaranty by any trustee trustee, receiver or receiver, or by any court, court in any such proceeding, whether or not CLA shall have had notice or knowledge of any of the foregoing; (d) any release or discharge of the Assignee from its liability under the Ground Lease or any release or discharge of any endorser, guarantor or other party at any time directly or continently liable for the Guaranteed Obligations (other than as a result of payment or performance of the Guaranteed Obligations); (e) any subordination, compromise, release (by operation of law or otherwise), discharge, compound, collection or liquidation of any or all of the Assignee’s obligations under the Ground Lease; (f) any nonperfection of any security interest assignment or other Lien on any transfer of this Guaranty in whole or in part of the collateral securing any of the ObligationsGround Lease; (g) any act or failure to act by acceptance of partial performance of the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty;Guaranteed Obligations; and (h) any application consent to the transfer of sums paid by the Borrower Ground Lease or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise portion thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.

Guaranty Absolute. Guarantor Guarantor, upon the occurrence of a Springing Recourse Event, guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The Upon the occurrence of a Springing Recourse Event, the liability of Guarantor under this Guaranty shall be absolute absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such Guarantor consents thereto or has notice thereofthereof and whether before or after the occurrence of a Springing Recourse Event): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guarantied Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guarantied Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Term Loan Agreement, any other Loan Document, the Interest Rate Hedge, or any other document or instrument evidencing or relating to any Guarantied Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Term Loan Agreement, any of the other Loan Documents, the Interest Rate Hedge, or any other documents, instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing; (b) b. any lack of validity or enforceability of the Credit Term Loan Agreement, any of the other Loan Documents, the Interest Rate Hedge, or any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;; 109306584\V-7 (c) c. any furnishing to the Agent Agent, the Lenders or the Lenders Lender Hedge Providers of any security for the Guarantied Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for securing any of the Obligations; (d) d. any settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect to the Guarantied Obligations, or any subordination of the payment of the Guarantied Obligations to the payment of any other liability of the BorrowerBorrower or any other Loan Party; (e) e. any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower Borrower, any other Loan Party 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) f. any act or failure to act by the Borrower Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) g. any nonperfection or impairment of any security interest or other Lien on any collateral, if any, securing in any way any of the Obligations or the Hedge Obligations; h. any application of sums paid by the Borrower Borrower, any other Loan Party or any other Person with respect to the liabilities of the Borrower to the Agent Agent, the Lenders or the LendersLender Hedge Providers, regardless of what liabilities of the Borrower remain unpaid; (i) i. any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; j. any LLC Division of any Loan Party; or (j) k. any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunderhereunder (other than indefeasible payment and performance in full).

Guaranty Absolute. The Guarantor guarantees that the Obligations will shall be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect theretoLoan Documents. The liability of the Guarantor under this Guaranty shall be absolute is absolute, irrevocable and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations), including, without limitation, the following (whether or not such Guarantor consents thereto or has notice thereof): irrespective of: (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; (ii) any change in the time, manner or place or manner of payment of of, or in any other term of, all or any portion of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (iiib) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the departure from or other indulgence Lenders with respect to, the Credit Agreement, any other Loan Documentguaranty or support document, or any other document exchange, release or instrument evidencing or relating to any Obligations; or (iv) any waiver, renewal, extension, additionnon‑perfection of, or supplement failure to act by Administrative Agent or the Lenders with respect to, or deletion fromany impairment of any Lien on, any collateral, for all or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan DocumentsObligations; (c) any present or future law, regulation or order of any other documentsjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, instruments amend, restructure or agreements relating to otherwise affect any term of the Obligations or any other instrument Loan Document; (d) any change in the corporate existence, structure, or agreement referred to therein or evidencing any Obligations or any assignment or transfer ownership of any of Borrower; (e) without being limited by the foregoing; (b) , any lack of validity or enforceability of the Credit Agreementany Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any of the other Loan Documentscase, whether based on contract, tort or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (ctheory) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent Loan Documents or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance transactions contemplated thereby which might otherwise constitute a legal or equitable defense available to, or a discharge of, any Guarantor hereunderBorrower or a guarantor, other than the payment in full of the Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made).

Guaranty Absolute. The Guarantor guarantees that the ----------------- Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Obligations or any other instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any additional security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other the Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the ObligationsCollateral; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (ih) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (ji) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any the Guarantor hereunder.

Guaranty Absolute. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the documents evidencing the same, regardless of any legal requirement Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Agents or the Lenders with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and unconditional in accordance with its terms and shall 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 (other than the full and final payment and performance of the Obligations)whatsoever, including, including without limitation, the following (whether or not such the Guarantor consents thereto or has notice thereof): (a) (i) any change in the amount, interest rate or due date or other term of any of the Guaranteed Obligations; , (ii) any change in the time, place or manner of payment of all or any portion of the Guaranteed Obligations; , (iii) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any Guaranteed Obligations; , or (iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the Guaranteed Obligations or any other instrument or agreement referred to therein or evidencing any Guaranteed Obligations or any assignment or transfer of any of the foregoing; (b) any lack of validity or enforceability of the Credit Agreement, any of the other Loan Documents, or any other document, instrument or agreement referred to therein or evidencing any Guaranteed Obligations or any assignment or transfer of any of the foregoing; (c) any furnishing to the Agent or the Lenders of any security for the Obligations, or any sale, exchange, release or surrender of, or realization on, any collateral security for the Obligations; (d) any settlement or compromise of any of the Obligations, any security therefor, or any liability of any other party with respect to the Obligations, or any subordination of the payment of the Obligations to the payment of any other liability of the Borrower; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any other Guarantor, the Borrower 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; (f) any nonperfection of any security interest or other Lien on any of the collateral securing any of the Obligations; (g) any act or failure to act by the Borrower or any other Person which may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover payments made under this Guaranty; (h) any application of sums paid by the Borrower or any other Person with respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what liabilities of the Borrower remain unpaid; (i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof; or (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor hereunder.