Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, it is a primary obligation of each Borrower Guarantor Whirlpool and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Whirlpool or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company Whirlpool may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor Whirlpool shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kj) of this paragraphSection 4.03. It is agreed that each Borrower Guarantor's Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's Whirlpool’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower such Borrowing Subsidiary and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of payment and not the Loan Documents, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lenders with respect thereto. The obligations of each Borrower Guarantor and not one under this Section 18 are independent of suretythe Guaranteed Obligations, and the validity a separate action or actions may be brought and enforceability prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of each Guarantor under this guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired each Guarantor hereby irrevocably waives any defenses it may now or affected by hereafter have in any way relating to, any or all of the following: : (a) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or enforceability of any part thereof Loan Document or any agreement or instrument relating thereto at any time; thereto; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term of, power all or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereofObligations, or any other obligation amendment or waiver of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or consent to departure from any part thereof or the genuineness, enforceability or validity of any agreement relating theretoLoan Document, including, without limitation, as a result any increase in the Guaranteed Obligations resulting from the extension of a Country Risk Event; additional credit to any Borrower or otherwise; (fc) the application any taking, exchange, release or non-perfection of payments received any Collateral, or any taking, release or amendment or waiver of or consent to departure from any source to the payment other guaranty, for all or any of obligations other than the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Borrower or Guarantor; or (e) any other circumstance (including, without limitation, any part thereof statute of limitations) or amounts which are not covered any existence of or reliance on any representation by this guaranty even though Lenders that might otherwise constitute a defense available to, or a discharge of, any Guarantor, any Borrower or any other guarantor or surety. This Section 18 shall continue to be effective or be reinstated, as the Administrative Agent and the Lenders might lawfully have elected to apply such payments to case may be, if at any part or all time any payment of any of the Guaranteed Obligations is rescinded or to amounts which are not covered must otherwise be returned by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy Lenders or any other change in the legal status of any Borrower; (h) the change in or the imposition of any lawPerson, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty Each Guarantor guarantees that the Liabilities shall be paid and performed strictly in accordance with the terms of payment and not of collection, is a primary obligation the Loan Documents. The liability of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty shall be Guaranty is absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extensionchange in the time, modification manner or renewal place of payment of, or indulgence with respect toin any other term of, all or any of the Liabilities, the Loan Documents, or substitutions for, the Guaranteed Obligations any other amendment or waiver of or any part thereof consent to departure from any of the terms of the Liabilities or any agreement relating thereto at Loan Document including, without limitation, any timeincrease or decrease in the rate of interest thereon; (b) any failure release or omission amendment or waiver of, or consent to enforce departure from, any rightother guaranty or support document, power or remedy with respect to the Guaranteed Obligations or any part thereof exchange, release or non-perfection of any collateral, for all or any agreement relating theretoof the Liabilities or the Loan Documents; (c) any waiver present or future law, regulation or order of any rightjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, power amend, restructure or remedy otherwise affect any term of any of the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any lack of validity or enforceability of any of the Liabilities or the Loan Documents; and (e) any other setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) or circumstance whatsoever with respect to the Guaranteed Obligations Liabilities or the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right to assert such defenses, set-offs or counterclaims in any part thereof litigation or other proceeding relating to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest extent permitted by law, each Guarantor hereby expressly waives any agreement relating thereto; and all rights or defenses arising by reasons of (dA) any release, surrender, compromise, settlement, waiver, subordination “one action” or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts “anti-deficiency” law which are not covered by this guaranty even though would otherwise prevent the Administrative Agent and or any Lender from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against a Guarantor before or after the Lenders might lawfully have elected to apply Administrative Agent’s or such payments to any part Lender’s commencement or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership completion of any Borrower foreclosure action, whether judicially, by exercise of power of sale or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyotherwise, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (kB) any other circumstances, whether or not similar to any of the foregoing, law which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at way would otherwise require any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless election of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment remedies by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersor any Lender.

Guaranty Absolute. This guaranty Guaranty is a guaranty irrevocable, absolute and unconditional. The Guarantor guarantees that the Guaranteed Obligations will be performed strictly in accordance with the terms of payment and not this Indenture, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of each Borrower such terms or the rights of the Trustee or the Holders with respect thereto. The obligations of the Guarantor and not one under this Guaranty are independent of suretythe Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the validity and enforceability Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any other guarantor or whether the Company or any other guarantor is joined in any such action or actions. The liability of the Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, enforceability of this Indenture or indulgence the Notes with respect to, or substitutions for, to the Guaranteed Obligations or any part thereof Company or any agreement or instrument relating thereto at any time; thereto; (b) any change in the time, manner or place of payment of, or in any other term of any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Indenture; (c) the failure to give notice to the Guarantor of the occurrence of a default under the provisions of this Indenture or omission the Notes; (d) any taking, release or amendment or waiver of or consent to enforce departure from any other guaranty, for all or any of the Guaranteed Obligations; (e) any failure, omission, delay by or inability on the part of the Trustee or the Holders to assert or exercise any right, power or remedy with respect to conferred on the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof Trustee or the genuineness, enforceability Holders in this Indenture or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; the Notes; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation corporate or other governmental act which does structure, or might impairtermination, delay dissolution, consolidation or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure merger of the Company or the Guarantor with or into any other Borrower to maintain in full forceentity, validity the voluntary or effect involuntary liquidation, dissolution, sale or to obtain other disposition of all or renew when required substantially all governmental the assets of the Company or the Guarantor, the marshaling of the assets and other approvalsliabilities of the Company or the Guarantor, licenses or consents required in connection the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the Guaranteed Obligations or this guarantycreditors, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claimreadjustments of, setoff or other rights which similar proceedings affecting the Company may have at any time against any Borroweror the Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person in connection herewith or an unrelated transactionPerson; or or (kh) any other circumstancesevent or circumstance (including any statute of limitations), whether foreseen or not unforeseen and whether similar or dissimilar to any of the foregoing, which could that might otherwise constitute a defense to available to, or a guarantor; all whether discharge of, the Company or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to the Guarantor, other than performance in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower full of the Guaranteed Obligations in for the manner agreed payment of money; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Notes. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Trustee, any Holder or any other Person upon between the Borrower and insolvency, bankruptcy or reorganization of the Administrative Agent and Company or otherwise, all as though such payment or performance had not been made or occurred. The obligations of the LendersGuarantor under this Guaranty shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. This guaranty is a guaranty Guarantor authorizes Administrative Agent or any other Secured Party, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s liability under this Guaranty, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to issue letters of credit and/or bankers acceptance drafts to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Guaranteed Indebtedness or any part of the Guaranteed Indebtedness, including increases and not decreases of collection, is a primary obligation the rate of each Borrower Guarantor interest on the Guaranteed Indebtedness; extensions may be repeated and not one may be for longer than the original loan term; (c) to take and hold security for the payment of suretythis Guaranty or the Guaranteed Indebtedness, and exchange, enforce, waive, fail or decide not to perfect, and release any such security, with or without the validity substitution of new collateral; (d) to release, substitute, agree not to ▇▇▇, or deal with any one or more of the sureties of Borrower, endorsers, or other guarantors on any terms or in any manner Administrative Agent or any other Secured Party may choose; (e) to determine how, when and enforceability what application of this guaranty payments and credits shall be made on the Guaranteed Indebtedness; (f) to apply any proceeds it receives as a result of the foreclosure or other realization on any collateral for the Guaranteed Indebtedness to that portion, if any, of the Guaranteed Indebtedness not guaranteed hereunder or to any other indebtedness secured by such collateral, as Administrative Agent or any other Secured Party in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Guaranteed Indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. Guarantor further agrees that the liability of Guarantor under this Guaranty is absolute and unconditional irrespective of: (i) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or the Guaranteed Indebtedness; (ii) without being limited by the foregoing, any lack of validity, legality or enforceability of any Loan Document or all or any part of the Guaranteed Indebtedness; (iii) the failure of the Administrative Agent or any other Secured Party (A) to assert any claim or demand or to enforce any right or remedy against any party under the provisions of any of the Loan Documents or otherwise or (B) to exercise any right or remedy against any guarantor (including Guarantor) of, or collateral securing, any obligations of Borrower or any other Person; (iv) any reduction, limitation, impairment or termination of all or any part of the Guaranteed Indebtedness or the obligations of any guarantor (including Guarantor) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be impaired subject to (and Guarantor hereby waives any right to or affected claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by any reason of the following: (a) any extensioninvalidity, modification or renewal ofillegality, or indulgence with respect tonongenuineness, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrenderirregularity, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereofunenforceability of, or any other obligation of any Person with respect to the Guaranteed Obligations event or occurrence affecting, all or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations Indebtedness or the obligations of any guarantor (including Guarantor) or otherwise, and (v) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Borrower or any part thereof surety or the genuinenessguarantor, enforceability or validity of any agreement relating theretothan actual payment, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent performance and the Lenders might lawfully have elected to apply such payments to any part or all satisfaction in full of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersIndebtedness.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of suretyGuarantors, and each of them, guarantee that the validity Obligations will be performed strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto; and enforceability if such Obligations are not performed accordingly, Guarantor hereby unconditionally and irrevocably guarantees the full and prompt performance when due of all Obligations (including, but not limited to, payment). The liability of Guarantor is primary, direct and independent of the obligations of Borrower pursuant to the Note. This Guaranty shall be enforceable against Guarantor in the same manner as if Guarantor were the primary obligor. The liability of Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure thereof; (b) any defense which Guarantor may assert including, but not limited to, 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 (c) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Guarantor. None of the foregoing waivers shall prejudice Lender’s rights under the Note. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Borrower of the Obligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or any other change in the legal status reorganization of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to been made. Notwithstanding any of the foregoingforegoing provisions of this Section 2 to the contrary, which could constitute a defense should Guarantor deliver the Pledged Securities to a guarantor; all whether or not such Borrower Lender in accordance with the terms of the Pledge Agreement upon Borrower’s failure to fully and promptly perform its Obligations under the Note, then Guarantor’s guaranty hereunder shall be deemed to be fully satisfied and Guarantor shall have had notice or knowledge of any act or omission referred no further liability to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersLender hereunder.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the Guaranty Obligations will be paid, regardless of payment and not any applicable law, regulation or order now or hereinafter in effect in any jurisdiction affecting any of collection, is a primary obligation such terms or the rights of each Borrower the Administrative Agent or any Lender with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired the Guarantor hereby irrevocably waives any defenses it may now or affected by hereafter acquire in any way relating to, any or all of the following: (a) Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument executed in connection with or pursuant thereto; (b) Any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the following: (a) any extension, modification or renewal ofGuaranty Obligations, or indulgence with respect toany other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or substitutions forany release or amendment or waiver of or consent to departure from any other guaranty, the Guaranteed Obligations for all or any part thereof of the Guaranty Obligations; (d) The failure of the Administrative Agent or a Lender to assert any agreement relating thereto at any time; (b) any failure claim or omission demand or to enforce any right, power right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the Guaranteed Obligations Credit Agreement or any part thereof other Loan Document; (f) Any change in the corporate existence, structure or ownership of BLFC, or any agreement relating thereto; (c) any waiver insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any rightof the Guaranty Obligations; (g) Any other circumstance which might otherwise constitute a defense available to, power or remedy with respect to a discharge of, the Guaranteed Obligations Guarantor, BLFC or any part thereof or any agreement relating thereto; other Person (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, including any other guaranties with guarantor) that is a party to any document or instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Guaranteed Obligations Credit Agreement; or (i) Any law, regulation, decree or order of any part thereofjurisdiction, or any other obligation event, affecting any term of any Person Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; : (fA) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments received from by banks in such jurisdiction or the imposition by such jurisdiction or any source Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the payment extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the Guaranteed indefeasible full and final payment of all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any part thereof application, release or amounts which are not covered by this guaranty even though substitution of collateral or other security therefor, the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership release of any Borrower or the insolvencyguarantor, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation surety or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required Person obligated in connection with any document or instrument executed in respect of the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerGuaranty Obligations, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar further advances to any BLFC. Without limiting the generality of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower the Guarantor guarantees that it shall have had notice or knowledge pay the Administrative Agent strictly in accordance with the express terms of any act document or omission referred to in the foregoing clauses (a) through (k) of this paragraphagreement evidencing any Guaranty Obligation. It is agreed the intent of this Section 3 that each Borrower Guarantor's liability the Guaranty Obligations hereunder is several are and independent of shall be irrevocable, continuing, absolute and unconditional under any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersall circumstances.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any the Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Obligor or the insolvency, bankruptcy or any other change in the legal status of any BorrowerObligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerObligor, or any other Person in connection herewith or an unrelated transaction; (k) the Administrative Agent's or any Lender's election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (kn) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kn) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Obligor of the Guaranteed Obligations in the manner agreed upon between the Borrower Obligor and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, it is a primary obligation of each Borrower Guarantor Whirlpool and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent, the Fronting Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Whirlpool or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company Whirlpool may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor Whirlpool shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 4.03. It is agreed that each Borrower Guarantor's Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's Whirlpool’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower such Borrowing Subsidiary and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent Agent, the LC Issuer and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Guarantor or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company Guarantor may have at any time against any Borrower, Borrower or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, including without limitation all defenses based on suretyship or impairment of collateral; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the by Borrower and the Administrative Agent Agent, the LC Issuer and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The liability and responsibilities of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective ofunconditional, shall not be subject to any counterclaim, setoff, or deduction and shall not be released, discharged, affected or impaired by (i) any change in the time, manner, or affected by place of payment or performance of any of the following: (a) Guaranteed Obligations, or any extension, modification other amendment or renewal waiver of, or indulgence with respect toany consent to or departure from, or substitutions fortermination of, the Guaranteed Obligations Agreement Regarding Leases or any part thereof of the Property Leases, (ii) any release or discharge of SCT Holdings or any agreement relating thereto at SCT Lessee in any time; bankruptcy, receivership or other similar proceedings, (biii) the impairment, limitation or modification of the liability of SCT Holdings or the estate of SCT Holdings in bankruptcy or any SCT Lessee or the estate of any SCT Lessee in bankruptcy, or of any remedy for the enforcement of SCT Holdings’s liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by SCT Holdings, (iv) any failure failure, omission or omission delay on the part of VRLP to enforce enforce, assert or exercise any right, power or remedy with respect conferred on or available to VRLP in or by the Guaranteed Obligations Agreement Regarding Leases or this Guaranty, or any action on the part of VRLP granting indulgence or extension in any form whatsoever or any invalidity, irregularity or unenforceability as to SCT Holdings of all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof security therefor, (v) the waiver by VRLP of the performance or the genuineness, enforceability observance by SCT Holdings or validity Guarantor of any agreement relating theretoof the agreements, includingcovenants, without limitationterms or conditions contained in the Agreement Regarding Leases or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving SCT Holdings even if SCT Holdings ceases to exist as a result of a Country Risk Event; (fand is not the surviving party in) such transaction, (vii) the application inability of payments received from VRLP or SCT Holdings to enforce any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all provision of the Guaranteed Obligations Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between SCT Holdings and Guarantor or to amounts which are not covered by this guaranty; any termination of such relationship, (gix) any change in the ownership of all or any Borrower part of the membership interests in SCT Holdings, (x) the inability of SCT Holdings to perform, or the insolvencyrelease of SCT Holdings or Guarantor from the performance of, bankruptcy any obligation, agreement, covenant, term or any other change in condition under the legal status of any Borrower; (h) the change in Agreement Regarding Leases or the imposition this Guaranty by reason of any law, regulation or decree, regulation now or other governmental act which does or might impairhereafter in effect, delay or in (xi) any way affect the validity, enforceability or the payment when due merger of the Guaranteed Obligations; (i) leasehold estate of any SCT Lessee with the failure of the Company fee estate or any other Borrower to maintain estate in full force, validity any facility or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take (xii) any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff disability or other rights which the Company defense of SCT Holdings. VRLP and SCT Holdings, without notice to or consent by Guarantor, may have at any time against any Borroweror times enter into such modifications, extensions, amendments, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect covenants with respect to the Guaranteed Obligations Agreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, but shall continue to be fully liable for the payment and performance of all liabilities, obligations and duties of SCT Holdings under the Agreement Regarding Leases as so modified, extended or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersamended.

Guaranty Absolute. This guaranty is a guaranty Each Guarantor guarantees that Obligation will be paid strictly in accordance with the terms of payment and not of collectionthe Credit Agreement, is a primary obligation of each Borrower Guarantor and not one of suretythe Notes, and the validity other Loan Papers, regardless of any Applicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Lender or any Lender with respect thereto; PROVIDED, HOWEVER, nothing contained in this Guaranty shall require any Guarantor to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and enforceability liabilities of each Guarantor hereunder are independent of the obligations of Company under the Credit Agreement and of the obligations of each other Obligor under each other Loan Paper and any Applicable Law. The liability of each Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) the taking or accepting of any extension, modification other security or renewal of, guaranty for any or indulgence with respect to, or substitutions for, all of the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Obligation; (b) any failure increase, reduction or omission payment in full at any time or from time to enforce any right, power or remedy with respect to the Guaranteed Obligations or time of any part thereof of the Obligation, including any increase, reduction or any agreement relating thereto; termination of the Commitment; (c) any waiver lack of validity or enforceability of the Credit Agreement, the Notes, or any rightother Loan Paper or other agreement or instrument relating thereto, power or remedy with respect to including but not limited by the Guaranteed Obligations unenforceability of all or any part thereof of the Obligation by reason of the fact that (i) the Obligation, and/or the interest paid or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties payable with respect to thereto, exceeds the Guaranteed Obligations amount permitted by Applicable Law, (ii) the act of creating the Obligation, or any part thereof, is ULTRA ▇▇▇▇▇, (iii) the officers creating same acted in excess of their authority, or (iv) for any other reason; (d) any lack of corporate, partnership or other power of Company, any Obligor or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; Person; (e) the enforceability or validity of the Guaranteed Obligations any Debtor Relief Law involving Company, any Guarantor, any Obligor or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; other Person; (f) any renewal, compromise, extension, acceleration or other change in the application time, manner or place of payments received from payment of, or in any source other term of, all or any of the Obligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or Administrative Lender to the payment of obligations other than the Guaranteed ObligationsCompany, any part thereof Guarantor or amounts which are not covered any other Obligor; or any other modification, amendment, or waiver of or any consent to departure from the Credit Agreement, the Notes, or any other Loan Paper or other agreement or instrument relating thereto without notification of any Guarantor (the right to such notification being herein specifically waived by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; each Guarantor); (g) any exchange, release, sale, subordination, or non-perfection of any collateral or Lien thereon or any lack of validity or enforceability or change in the ownership priority, destruction, reduction, or loss or impairment of value of any Borrower collateral or the insolvency, bankruptcy or any other change in the legal status of any Borrower; Lien thereon; (h) the change in any release or the imposition amendment or waiver of or consent to departure from any law, decree, regulation other guaranty for all or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; Obligation; (i) the failure of by any Lender or Administrative Lender to make any demand upon or to bring any legal, equitable, or other action against the Company or any other Borrower to maintain in full force, validity Person (including without limitation any Guarantor or effect or to obtain or renew when required all governmental and any other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyObligor), or the failure or delay by any Lender or Administrative Lender to, or the manner in which any Lender or Administrative Lender shall, proceed to take exhaust rights against any other action required in connection with direct or indirect security for the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; Obligation; (j) the existence of any claim, setoff defense, set-off, or other rights which the Company or Guarantor may have at any time against Company, any BorrowerLender, Administrative Lender, any Guarantor or any other Obligor, or any other Person Person, whether in connection herewith with this Guaranty, the Loan Papers, the transactions contemplated thereby, or an unrelated any other transaction; or ; (k) any failure of any Lender or Administrative Lender to notify any Guarantor of any renewal, extension, or assignment of the Obligation or any part thereof, or the release of any security, or of any other circumstancesaction taken or refrained from being taken by any Lender or Administrative Lender, whether it being understood that Lenders and Administrative Lender shall not be required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or not similar in connection with the Obligation; (l) any payment by Company to any Lender or Administrative Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason any Lender or Administrative Lender is required to refund such payment or pay the amount thereof to another Person; or (m) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Company, any Guarantor or any other Obligor, including without limitation any defense by reason of any disability or other defense of Company, or the cessation from any cause whatsoever of the liability of Company, or any claim that Guarantor's obligations hereunder exceed or are more burdensome than those of Company or any other Obligor. 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 foregoing, which could constitute a defense to a guarantor; all whether Obligation is rescinded or not such Borrower Guarantor shall have had notice must otherwise be returned by any Lender or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties Person upon the insolvency, bankruptcy or reorganization of Company, any Guarantor, any other obligations at any time in effect with respect to the Guaranteed Obligations Obligor or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existenceotherwise, validity, enforcement or non-enforcement of any all as though such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendershad not been made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower the Company or the insolvency, bankruptcy or any other change in the legal status of any Borrowerthe Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of any Guarantor or the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, the Company or any other Person in connection herewith or an unrelated transaction; or (k) without limiting the foregoing, all defenses based on suretyship or impairment of collateral; or (l) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, including all defenses based on suretyship or impairment of collateral; all whether or not such Borrower any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kl) of this paragraphSection. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Section 18 at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower the Company of the Guaranteed Obligations in the manner agreed upon between by the Borrower Company and the Administrative Agent and the Lendersholders of Notes.

Guaranty Absolute. This guaranty is Genworth guaranties that the Guaranteed Obligations will be satisfied strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Mortgage Services Indemnified Parties with respect thereto. Genworth’s undertakings and obligations hereunder are a guaranty of payment derivative of, and not in excess of collection, is a primary obligation the Guaranteed Obligations. The liability of each Borrower Guarantor and not one of surety, and the validity and enforceability of Genworth under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity or enforceability of any provision of this Agreement, modification any other agreement or renewal ofinstrument relating to this Agreement, or indulgence with respect to, avoidance or substitutions for, subordination of any of the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Obligations; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations change in or any part thereof other amendment or waiver of any term of, or any agreement relating thereto; consent to departure from any requirement of, this Agreement (other than this Article XI); (c) any release or amendment or waiver of any rightterm of any other guaranty of, power or remedy with respect any consent to departure from any requirement of any other guaranty of, all or any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; Obligations; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation absence of any Person with respect attempt to the Guaranteed Obligations or collect any part thereof; (e) the enforceability or validity of the Guaranteed Obligations from Contract Services or from any other guarantor or any part thereof other action to enforce the same or the genuineness, enforceability or validity election of any agreement relating theretoremedy by any of Mortgage Services Indemnified Parties; (e) any waiver, includingconsent, without limitationextension, as a result forbearance or granting of a Country Risk Event; any indulgence by any of Mortgage Services Indemnified Parties with respect to any provision of this Agreement (other than this Article XI); (f) the election by any of Mortgage Services Indemnified Parties in any proceeding under chapter 11 of Title 11 of the United States Code (together with any successor thereto, the “Bankruptcy Code”) of the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all section 1111(b)(2) of the Guaranteed Obligations or to amounts which are not covered by this guaranty; Bankruptcy Code; (g) the disallowance, under section 502 of the Bankruptcy Code, of all or any change in portion of the ownership claims of any Borrower of the Mortgage Services Indemnified Parties for payment or the insolvency, bankruptcy or any other change in the legal status performance of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; or (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (kh) any other circumstances, whether or not similar to any of the foregoing, circumstance which could might otherwise constitute a legal or equitable discharge or defense to of a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto. The liability of the Parent under this guaranty is a guaranty of payment and not of collection, is a primary obligation with regard to the Guaranteed Obligations of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty Borrowers (other than the Parent) shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionBorrower's lack of authorization, modification execution, validity or renewal enforceability or any illegality of such Borrower's election to become a Borrower, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by the Parent that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) the Agent's or any Bank's exercise or enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any rightpower, power right or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, including (i) any part thereof suspension of the Agent or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected any Bank's right to apply such payments to enforce against any part or all other Borrower of the Guaranteed Obligations Obligations, or to amounts which are not covered by this guaranty; (gii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of such Borrower or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations of such Borrower; (d) any change in ownership of such Borrower; (e) any acceptance of any partial payment(s) from such Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of any Borrower's assets; (g) any assignment, participation or other transfer, in whole or in part, of the Agent's or any Bank's interest in and rights under this Credit Agreement or any other Loan Document, or of the Agent or any Bank's interest in the obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) the Agent's or any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Borrower or the Guarantor in respect of its Guaranteed Obligations (other than the defense of payment in full in cash). This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agent or any Bank upon the insolvency, bankruptcy or any other change in the legal status reorganization of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent Agent, the LC Issuers and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of any Guarantor or the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, the Borrower or any other Person in connection herewith or an unrelated transaction; or (k) without limiting the foregoing, all defenses based on suretyship or impairment of collateral; or (l) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, including all defenses based on suretyship or impairment of collateral; all whether or not such Borrower any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kl) of this paragraphSection. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Article XIII at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Article XIII or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between by the Borrower and the Administrative Agent Agent, the LC Issuers and the Lenders.

Guaranty Absolute. This guaranty Guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower Obligor or the insolvency, bankruptcy or any other change in the legal status of any BorrowerObligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyGuaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guarantyGuaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerObligor, or any other Person in connection herewith or an unrelated transaction; (k) the Administrative Agent's or any Lender's election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (kn) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kn) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Obligor of the Guaranteed Obligations in the manner agreed upon between the Borrower Obligor and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowing Subsidiary and the Administrative Agent and the Lenders.

Guaranty Absolute. This The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Banks with respect thereto to the extent permitted by law. The guaranty provided by each Guarantor hereunder is a guaranty of payment and not merely of collection. Each Guarantor's Guaranteed Obligations are independent of, is a primary obligation and separate from, the Obligations of the Borrower and the Guaranteed Obligations of the other Guarantors, and shall not be released by, but shall survive as if the same have not been made, any and all payments by any obligor of the Obligations or Guaranteed Obligations or the application of any proceeds from or collateral security for the Obligations or Guaranteed Obligations until all of such obligations are fully paid and finally discharged. The liability of each Guarantor under this Guaranty with regard to the Guaranteed Obligations of the Borrower Guarantor and not one of suretyshall, and to the validity and enforceability of this guaranty shall extent permitted by law, be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity or enforceability of this Credit Agreement with respect to the Borrower (with regard to such Guaranteed Obligations), modification or renewal ofthe Notes of the Borrower, or indulgence with respect to, any other agreement or substitutions for, the Guaranteed Obligations or any part thereof or any agreement instrument relating thereto at any time; thereto; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term, power or remedy with respect to the Guaranteed Obligations of, all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof other amendment or waiver of or any consent to departure from any of the genuinenessterms of the Loan Documents; (c) any exchange, enforceability release or validity of any agreement relating thereto, including, without limitation, as a result nonperfection of a Country Risk Event; (f) the application lien on any collateral, or any release or amendment or waiver of payments received or consent to departure from any source to the payment of obligations other than the Guaranteed Obligationsguaranty, for all or any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; of the Borrower; (gd) any change in the ownership of the Borrower; (e) any acceptance of any partial payment(s) from the Borrower; or (f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Banks upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty Until the date that all Guaranteed Obligations have been paid in full in cash, all Letters of Credit have been terminated or expired (or been cash collateralized to the reasonable satisfaction of the respective Issuing Lender), all Hedging Arrangements with Swap Counterparties have been terminated or novated to a counterparty that is not a guaranty Secured Party, and all Commitments shall have terminated (such date being the “Termination Date”), each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of payment and not the Credit Documents, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent, the Issuing Lenders, the Swing Line Lenders, any Lender, any Banking Service Provider or any Swap Counterparty with respect thereto but subject to Section 2(b) above. The obligations of each Borrower Guarantor and not one under this Guaranty are independent of suretythe Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or in connection with any Hedging Arrangement, and the validity a separate action or actions may be brought and enforceability prosecuted against a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Guarantor or any other Person or whether any Guarantor or any other Person is joined in any such action or actions. The liability of each Guarantor under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall each Guarantor, to the extent not be impaired prohibited by applicable law, hereby irrevocably waives any defenses it may now or affected by hereafter have in any way relating to, any or all of the following: : (a) any extension, modification lack of validity or renewal of, enforceability of any Credit Document or indulgence with respect to, any agreement or substitutions for, instrument relating thereto or any part of the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; being irrecoverable; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term of, power or remedy with respect to the Guaranteed Obligations all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity other obligations of any Person under the Credit Documents or any agreement or instrument relating theretoto Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Credit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, as a result any increase in the Guaranteed Obligations resulting from the extension of a Country Risk Event; additional credit to the Borrower or otherwise; (fc) 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 Guaranteed Obligations; (d) any manner of application of payments received from Collateral, or proceeds thereof, to all or any source to the payment of obligations other than the Guaranteed Obligations, or any part thereof manner of sale or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to other disposition of any part Collateral for all or all any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of any Guarantor; (e) any change, restructuring or termination of the corporate structure or existence of any Guarantor; (f) any failure of any Lender, the Administrative Agent, the Issuing Lenders, the Swing Line Lenders or any other Secured Party to amounts which are not covered by this guaranty; disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, properties or prospects of any Person now or in the future known to the Administrative Agent, the Issuing Lenders, the Swing Line Lenders, any Lender or any other Secured Party (and each Guarantor hereby irrevocably waives any duty on the part of any Secured Party to disclose such information); (g) any change in the ownership signature of any Borrower officer of any Guarantor being mechanically reproduced in facsimile or the insolvencyotherwise; or (h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, bankruptcy or a discharge of, any Guarantor or any other change in the legal status of any Borrower; (h) the change in or the imposition of any lawguarantor, decree, regulation surety or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersPerson.

Guaranty Absolute. This guaranty is a guaranty Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of payment the Agreement Regarding Leases. The liability and not responsibilities of collection, is a primary obligation of each Borrower Guarantor under this Guaranty and not one of surety, and the validity and enforceability of this guaranty Agreement shall be absolute and unconditional irrespective ofunconditional, shall not be subject to any counterclaim, setoff, or deduction and shall not be released, discharged, affected or impaired by (i) any change in the time, manner, or affected by place of payment or performance of any of the following: (a) Guaranteed Obligations, or any extension, modification other amendment or renewal waiver of, or indulgence with respect toany consent to or departure from, or substitutions fortermination of, the Guaranteed Obligations Agreement Regarding Leases or any part thereof of the Property Leases, (ii) any release or discharge of BLC Holdings or any agreement relating thereto at Brookdale Lessee in any time; bankruptcy, receivership or other similar proceedings, (biii) the impairment, limitation or modification of the liability of BLC Holdings or the estate of BLC Holdings in bankruptcy or any Brookdale Lessee or the estate of any Brookdale Lessee in bankruptcy, or of any remedy for the enforcement of BLC Holdings' liability under the Agreement Regarding Leases, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of the Agreement Regarding Leases in any such proceedings, or the assignment or transfer of the Agreement Regarding Leases by BLC Holdings, (iv) any failure failure, omission or omission delay on the part of PSLT-BLC Holdings to enforce enforce, assert or exercise any right, power or remedy with respect conferred on or available to PSLT-BLC Holdings in or by the Guaranteed Obligations Agreement Regarding Leases or this Guaranty and Agreement, or any action on the part of PSLT-BLC Holdings granting indulgence or extension in any form whatsoever or any invalidity, irregularity or unenforceability as to BLC Holdings of all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof security therefor, (v) the waiver by PSLT-BLC Holdings of the performance or the genuineness, enforceability observance by BLC Holdings or validity Guarantor of any agreement relating theretoof the agreements, includingcovenants, without limitationterms or conditions contained in the Agreement Regarding Leases or this Guaranty and Agreement, (vi) any merger, consolidation, reorganization or similar transaction involving BLC Holdings even if BLC Holdings ceases to exist as a result of a Country Risk Event; (fand is not the surviving party in) such transaction, (vii) the application inability of payments received from PSLT-BLC Holdings or BLC Holdings to enforce any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all provision of the Guaranteed Obligations Agreement Regarding Leases for any reason, (viii) any change in the corporate relationship between BLC Holdings and Guarantor or to amounts which are not covered by this guaranty; any termination of such relationship, (gix) any change in the ownership of all or any Borrower part of the membership interests in BLC Holdings, (x) the inability of BLC Holdings to perform, or the insolvencyrelease of BLC Holdings or Guarantor from the performance of, bankruptcy any obligation, agreement, covenant, term or any other change in condition under the legal status of any Borrower; (h) the change in Agreement Regarding Leases or the imposition this Guaranty and Agreement by reason of any law, regulation or decree, regulation now or hereafter in effect, or (xi) any disability or other governmental act which does defense of BLC Holdings. PSLT-BLC Holdings and BLC Holdings, without notice to or might impairconsent by Guarantor, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borroweror times enter into such modifications, extensions, amendments, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect covenants with respect to the Guaranteed Obligations Agreement Regarding Leases as they may deem appropriate and Guarantor shall not be released thereby, but shall continue to be fully liable for the payment and performance of all liabilities, obligations and duties of BLC Holdings under the Agreement Regarding Leases as so modified, extended or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersamended.

Guaranty Absolute. This guaranty Subsidiaries' Guaranty is a guaranty of payment and not of collectioncollectability and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Company or upon any other event, is a primary obligation contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually, fully and irrevocably to pay such amounts to the Purchaser hereunder as and when the same shall become due and payable, even if such failure or inability shall not constitute an "Event of Default" under any Financing Document, the Guarantors, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts (together with interest to the extent provided for under such Financing Document) to such Purchaser and to the holders of the Notes or other Persons entitled thereto under the terms of such Financing Document, in lawful money of the United States, at the place specified in the Note Purchase Agreement; and each Guarantor hereby independently promises to pay to such Purchaser and to each holder of the Notes all amounts when due with respect to the Guaranteed Obligations to the extent not theretofore irrevocably duly paid by the Company. The obligations of each Borrower Guarantor hereunder are independent of the obligations of the Company under the Note Purchase Agreement and not one of suretythe Notes, and a separate action or proceeding may be brought and prosecuted against any Guarantor whether or not action is brought against the validity Company and enforceability whether or not the Company is joined in any such action or proceeding. Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, the liability of such Guarantor under this guaranty Subsidiaries' Guaranty shall be absolute and unconditional irrespective ofunconditional, and shall not be impaired affected or affected by released in any of the following: way, irrespective of: (a) any extension, modification renewal, settlement, compromise, waiver or renewal of, or indulgence with release in respect to, or substitutions for, of any obligation of the Guaranteed Obligations or Company under any part thereof or any agreement relating thereto at any time; Financing Document; (b) any failure modification or omission to enforce amendment of, or supplement to, any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; Financing Document; (c) any waiver adjustment, waiver, amendment, consent to departure, settlement, indulgence, forbearance, termination, release or compromise that might be granted or given by the holders of any right, power or remedy with respect the Notes to the Guaranteed Obligations Company or any part thereof Guarantor or any agreement relating thereto; other Person liable on the Guaranteed Obligations; (d) any releasethe insolvency, surrenderbankruptcy, compromisesuspension of payments, settlementarrangement, waiveradjustment, subordination composition, liquidation, disability or modification, with or without consideration, any other guaranties with respect to lack of power of the Guaranteed Obligations Company or any part thereof, Guarantor or any other obligation Person at any time liable for the payment of any Person with respect to the Guaranteed Obligations all or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or dissolution of the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed ObligationsCompany, any part thereof Guarantor or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all other Person liable for payment of the Guaranteed Obligations or to amounts which are not covered by this guaranty; any sale, lease or transfer of any or all of the assets of the Company, any Guarantor or any other Person liable for payment of the Guaranteed Obligations, or any changes in the shareholders, partners or any reorganization of the Company, any Guarantor or any other Person liable for payment of the Guaranteed Obligations; (ge) any change in the corporate existence, structure or ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any Guarantor or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyPerson, or to take any insolvency, bankruptcy, suspension of payments, reorganization or other similar proceeding affecting the Company, any Guarantor or any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations Person or this guaranty; its assets; (jf) the existence of any claim, setoff set-off or other rights which the Company that any Guarantor may have at any time against the Company, the holders of the Notes or any Borrowerother Person, whether or not arising in connection with this Subsidiaries' Guaranty, or any Financing Document; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (g) any invalidity or unenforceability relating to or against the Company for any reason under any Financing Document, or any provision of applicable law or any regulation purporting to prohibit the payment by the Company of any Guaranteed Obligation; (h) any act or omission to act or delay of any kind by the Company, any holder of a Note or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guaranteed Obligation; (i) any failure, omission or delay on the part of the Company to conform or comply with any term of any Financing Agreement, or any failure, omission or delay on the part of the holder of any of the Notes to enforce, assert or exercise any right, power or remedy conferred on it in connection herewith this Subsidiaries' Guaranty; (j) any limitation on the liability or an unrelated transactionobligations of the Company or any other Person under any Financing Document, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any Financing Document; or or (k) any other circumstancesoccurrence, circumstance, happening or event whatsoever, whether similar or not similar dissimilar to any of the foregoing, which could whether foreseen or unforeseen, and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against any Guarantor. This Subsidiaries' Guaranty shall continue to a guarantor; all whether be effective or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in be automatically reinstated, as the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations case may be, if at any time in effect with respect to the any payment of any Guaranteed Obligations Obligation, or any part thereof and thereof, is rescinded or reduced in amount or must otherwise be restored or returned by the holders of the Notes upon the insolvency, bankruptcy, suspension of payments or reorganization of the Company, or any Guarantor or any other Person or otherwise, all as though such payment had not been made. The obligations of each Guarantor under this guaranty shall not be affected by the amount of credit that each Borrower Guarantor's liability hereunder may be enforced regardless extended to the Company, the number of transactions with the Company, any repayment by the Company to the holders of the existence, validity, enforcement or non-enforcement Notes other than the full and final payment of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower all of the Guaranteed Obligations in Obligations, allocation by the manner agreed upon between holders of the Borrower and Notes of any repayment, any compromise or discharge of the Administrative Agent and Guaranteed Obligation, or any further advances to the LendersCompany, or for any other reason. Each Guarantor agrees that this Subsidiaries' Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Obligor or the insolvency, bankruptcy or any other change in the legal status of any BorrowerObligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerObligor, or any other Person in connection herewith or an unrelated transaction; (k) the Administrative Agent's or any Lender's election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender's claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (kn) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantorguarantor other than the defense of payment; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kn) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Obligor of the Guaranteed Obligations in the manner agreed upon between the Borrower Obligor and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent or Lender with respect thereto, including, without limitation, any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation, other than strictly in accordance with the terms of this Credit Agreement, or (b) any agreement, whether or not signed by or on behalf of any Agent or the Lenders, in connection with the restructuring or rescheduling of public or private obligations in the Borrower’s country, whether or not such agreement is a guaranty stated to cause or permit the discharge of the Obligations prior to the final payment and not in full of collection, is a primary obligation the Obligations. The liability of each Guarantor under this Guaranty with regard to the Guaranteed Obligations of the Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of authorization, modification execution, validity or renewal ofenforceability or any illegality of the Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or indulgence with respect toany other obligation, agreement or substitutions for, instrument relating thereto (it being agreed by each Guarantor that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrower) or any part thereof failure to obtain any necessary governmental consent or any agreement relating thereto at any time; approvals or necessary third party consents or approvals; (b) any Agent’s or any Lender’s exercise or enforcement of, or failure or omission delay in exercising or enforcing, legal proceedings to enforce collect the Obligations or the Guaranteed Obligations, as the case may be, or any rightpower, power right or remedy with respect to any of the Obligations or the Guaranteed Obligations, as the case may be, including any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of the Borrower or any part thereof other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement relating thereto; or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any rightother guaranty, power for all or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; of the Borrower; (d) any releasechange in ownership of the Borrower; (e) any acceptance of any partial payment(s) from the Borrower; (f) any insolvency, surrenderbankruptcy, compromisereorganization, settlementarrangement, waiveradjustment, subordination composition, assignment for the benefit of creditors, appointment of a receiver, examiner or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations trustee for all or any part thereofof the Borrower’s assets; (g) any assignment, participation or other transfer, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Credit Agreement or any other obligation Loan Document, or of any Person with respect Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Guaranteed Obligations or the Guaranteed Obligations; or (j) any part thereof; (e) other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, the enforceability Borrower in respect of its or validity the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Agent or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or Lender upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any lawreorganization, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due examination of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Obligor or the insolvency, bankruptcy or any other change in the legal status of any BorrowerObligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerObligor, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Obligor of the Guaranteed Obligations in the manner agreed upon between the Borrower Obligor and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty Guaranty is a guaranty guarantee of payment and not of collection, is a primary obligation of each Borrower Guarantor the Parent and not merely one of surety, and the validity and enforceability of this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties Guaranty with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Article XII even though the Administrative Agent and the Lenders or any other Lender Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyArticle XII; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyArticle XII, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guarantyArticle XII; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which the Company Parent may have at any time against any the Borrower, any other Loan Party or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantorguarantor (including all defenses based on suretyship or impairment of collateral); all whether or not such Borrower Guarantor the Parent shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection. It is agreed that each Borrower Guarantor's the Parent’s liability hereunder is several and independent of any other guaranties Guaranty or other obligations not arising under this Article XII at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's the Parent’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties Guaranty or other obligations not arising under this Article XII or any provision of any applicable law or regulation Law purporting to prohibit payment by the Borrower or any Borrower other Loan Party of the Guaranteed Obligations in the manner agreed upon between by the Borrower and the Administrative Agent and the Lendersor any other Lender Party. The Parent hereby waives any right to revoke this Guaranty as to any future transaction giving rise to any Obligation.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowing Subsidiary and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The Domestic Borrowers guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of payment any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Banks with respect thereto. The joint and not several liability of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of Domestic Borrowers under this guaranty with regard to the Guaranteed Obligations of the Foreign Borrowers shall be absolute and unconditional irrespective of: (a) the Foreign Borrowers' lack of authorization, execution, validity or enforceability of this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by the Domestic Borrowers that the Guaranteed Obligations shall not be impaired or affected by any discharged prior to the final and complete satisfaction of all of the following: Obligations of the Foreign Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (ab) the Agent's or any extension, modification Bank's exercise or renewal enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any rightpower, power right or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, including (i) any part thereof suspension of the Agent or amounts which are not covered by this guaranty even though any Bank's right to enforce against the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all Foreign Borrowers of the Guaranteed Obligations Obligations, or to amounts which are not covered by this guaranty; (gii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of the Foreign Borrowers or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations of the Foreign Borrowers; (d) any change in ownership of the Foreign Borrowers; (e) any Borrower acceptance of any partial payment(s) from the Foreign Borrowers; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of the Foreign Borrowers' assets; (g) any assignment, participation or other transfer or reallocation, in whole or in part (whether or not subject to a conversion of a loan of one Type into a loan of another Type or a conversion from one currency to another), of the Agent's or any Bank's interest in and rights under this Credit Agreement or any other Loan Document, or of the Agent or any Bank's interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations; (i) the Agent's or any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, the Foreign Borrowers or the Domestic Borrowers in respect of the Guaranteed Obligations (other than the defense of payment in full in cash). This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by the Agent or any Bank upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Foreign Borrowers or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the Guaranty Obligations will be paid, regardless of payment and not any applicable law, regulation or order now or hereinafter in effect in any jurisdiction affecting any of collection, is a primary obligation such terms or the rights of each Borrower the Administrative Agent or any Lender with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired the Guarantor hereby irrevocably waives any defenses it may now or affected by hereafter acquire in any way relating to, any or all of the following: (a) Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument executed in connection with or pursuant thereto; (b) Any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the following: (a) any extension, modification or renewal ofGuaranty Obligations, or indulgence with respect toany other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or substitutions forany release or amendment or waiver of or consent to departure from any other guaranty, the Guaranteed Obligations for all or any part thereof of the Guaranty Obligations; (d) The failure of the Administrative Agent or a Lender to assert any agreement relating thereto at any time; (b) any failure claim or omission demand or to enforce any right, power right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the Guaranteed Obligations Credit Agreement or any part thereof other Loan Document; (f) Any change in the corporate existence, structure or ownership of BLFC, or any agreement relating thereto; (c) any waiver insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any rightof the Guaranty Obligations; (g) Any other circumstance which might otherwise constitute a defense available to, power or remedy with respect to a discharge of, the Guaranteed Obligations Guarantor, BLFC or any part thereof or any agreement relating thereto; other Person (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, including any other guaranties with guarantor) that is a party to any document or instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Guaranteed Obligations Credit Agreement; or (i) Any law, regulation, decree or order of any part thereofjurisdiction, or any other obligation event, affecting any term of any Person Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; : (fA) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments received from by banks in such jurisdiction or the imposition by such jurisdiction or any source Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the payment extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the Guaranteed full and final payment of all of the Guaranty Obligations), allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any part thereof application, release or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part substitution of collateral or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership other security therefore, release of any Borrower or the insolvencyguarantor, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation surety or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required Person obligated in connection with any document or instrument executed in respect of the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerGuaranty Obligations, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar further advances to any BLFC. Without limiting the generality of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower the Guarantor guarantees that it shall have had notice or knowledge pay the Administrative Agent strictly in accordance with the express terms of any act document or omission referred to in the foregoing clauses (a) through (k) of this paragraphagreement evidencing any Guaranty Obligation. It is agreed the intent of this Section 3 that each Borrower Guarantor's liability the Guaranty Obligations hereunder is several are and independent of shall be irrevocable, continuing, absolute and unconditional under any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersall circumstances.

Guaranty Absolute. This Each of the Company and the Borrowing Subsidiaries guarantees that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations, as the case may be, will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Bank with respect thereto. The liability of the Company under this guaranty is a guaranty of payment and not of collection, is a primary obligation with regard to the Guaranteed Obligations of each Borrower Guarantor and not one of suretyBorrower, and the validity and enforceability liability of each Borrowing Subsidiary under this guaranty with regard to the Subsidiary Guaranteed Obligations of each other Borrowing Subsidiary, shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of authorization, modification execution, validity or renewal enforceability or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations and the Subsidiary Guaranteed Obligations, as the case may be), or any other obligation, agreement or instrument relating thereto (it being agreed by the Company and each Borrowing Subsidiary that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) the Agent's or any Bank's exercise or enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or substitutions for, the Guaranteed Obligations or any part thereof the Subsidiary Guaranteed Obligations, as the case may be, or any agreement relating thereto at any time; (b) any failure or omission to enforce any rightpower, power right or remedy with respect to any of the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, including (i) any part thereof suspension of the Agent's or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect Bank's right to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, enforce against any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity Borrower of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Subsidiary Guaranteed Obligations, as the case may be, or (ii) any part thereof change in the time, manner or amounts which are not covered by place of payment of, or in any other term of, all or any of the Guaranteed Obligations of such Borrower or the Subsidiary Guaranteed Obligations of such Borrowing Subsidiary or any other amendment or waiver of or any consent to departure from this guaranty even though Credit Agreement or the Administrative Agent other Loan Documents (with regard to such Guaranteed Obligations and the Lenders might lawfully have elected to apply such payments to Subsidiary Guaranteed Obligations) or any part other agreement or all instrument governing or evidencing any of the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to amounts which are not covered by this departure from any other guaranty; , for all or any of the Guaranteed Obligations of such Borrower or the Subsidiary Guaranteed Obligations of such Borrowing Subsidiary; (d) any change in ownership of such Borrower; (e) any acceptance of any partial payment(s) from such Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of any Borrower's assets; (g) any change assignment, participation or other transfer, in whole or in part, of the Agent's or any Bank's interest in and rights under this Credit Agreement or any other Loan Document, or of the Agent's or any Bank's interest in the ownership obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; (i) the Agent's or any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Borrower in respect of its Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation or Subsidiary Guaranteed Obligations, as the case may be, is rescinded or must otherwise be returned by the Agent or any Bank upon the insolvency, bankruptcy or any other change in the legal status reorganization of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty Guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower Obligor or the insolvency, bankruptcy or any other change in the legal status of any BorrowerObligor; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Obligor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyGuaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guarantyGuaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerObligor, or any other Person in connection herewith or an unrelated transaction; (k) the Administrative Agent’s or any Lender’s election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Company, as debtor in possession, under section 363 or 364 of the United States Bankruptcy Code; (m) the disallowance of all or any portion any Lender’s claims for repayment of the Guaranteed Debt under section 502 or 506 of the United States Bankruptcy Code; or (kn) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kn) of this paragraph. It is agreed that each Borrower Guarantor's the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Obligor of the Guaranteed Obligations in the manner agreed upon between the Borrower Obligor and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source 156 89826417_6 to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The liability of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, enforceability of or indulgence with respect to, defect or substitutions for, deficiency in the Guaranteed Obligations PPA or any part thereof or any agreement relating thereto at any time; other documents executed in connection with the PPA; (b) any failure assignment, transfer, modification, extension or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all terms of the Guaranteed Obligations or to amounts which are not covered by this guaranty; PPA; (gc) any change in the ownership time, manner, terms of any Borrower or the insolvency, bankruptcy or any other change in the legal status payment of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validityother term of, enforceability all or the payment when due any of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person amendment or waiver of or any consent to departure from any agreement or instrument executed in connection herewith or an unrelated transaction; or therewith; (kd) any sale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set off against any of said liabilities, or any release or amendment or waiver of or consent to departure from any other circumstancesguaranty, whether for all or not similar to any of the foregoingGuaranteed Obligations; (e) applicable statutes of limitation, which could constitute a defense failure, omission, delay, waiver or refusal by FMPA to a guarantor; all whether exercise, in whole or not such Borrower Guarantor shall have had notice in part, any right or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect remedy held by FMPA with respect to the Guaranteed Obligations PPA or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of transaction under the PPA; or (f) any change in the existence, validitystructure or ownership of Guarantor or Principal Obligor, enforcement or non-any insolvency, bankruptcy, reorganization or other similar proceeding affecting Principal Obligor or its assets. The obligations of the Guarantor hereunder are several from the Principal Obligor or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any such other guaranties or other obligations or time any provision payment of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by FMPA upon the manner agreed insolvency, bankruptcy, dissolution, liquidation or reorganization of Principal Obligor or any other guarantor, or upon between or as a result of the Borrower and the Administrative Agent and the Lendersappointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Principal Obligor or any other guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made.

Guaranty Absolute. This guaranty Subject to Section 4 of this Guaranty, Guarantor agrees that its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of suretycollectibility, and is not conditional or contingent upon the validity and genuineness, validity, regularity or enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired the Agreement or affected the pursuit by Beneficiary of any of remedies which it now has or may hereafter have under the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Agreement; (b) any failure or omission to Beneficiary may enforce any right, power or remedy this Guaranty upon the occurrence of a default by Principal under the Agreement notwithstanding the existence of a dispute between Beneficiary and Principal with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor whether or not any waiver action is brought against Principal or any other guarantors and whether or not Principal is joined in any such action or actions; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any right, power other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this agreement, except to the extent the amount(s) owed to Beneficiary by Principal have been paid; and (e) Guarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, amendment, supplement, extension, agreement or stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Guaranteed Agreement or the obligations encompassed thereby; (ii) Beneficiary's waiver of or failure to enforce any of the terms, covenants or conditions contained in the Agreement; Any release of Principal or any other guarantor from any liability with respect to the Obligations or any part thereof or any agreement relating thereto; portion thereof; (div) any release, surrendercompromise or subordination of any real or personal property then held by Beneficiary as security for the performance of the Obligations or any portion thereof, compromiseor any substitution with respect thereto; Without in any way limiting the generality of the foregoing, settlementif Beneficiary is awarded a judgment in any suit brought to enforce a portion of the Obligations, waiversuch judgment shall not be deemed to release Guarantor from its covenant to pay that portion of the Obligations which is not the subject of such suit; (vi) Beneficiary's acceptance and/or enforcement of, subordination or modification, with or without considerationfailure to enforce, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation portion of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower GuarantorBeneficiary's liability hereunder is several and independent exercise of any other guaranties or other obligations at any time in effect with respect rights available to it under the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.Agreement;

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, order, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowing Subsidiary and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The liability of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, enforceability of or indulgence with respect to, defect or substitutions for, deficiency in the Guaranteed Obligations PPA or any part thereof or any agreement relating thereto at any time; other documents executed in connection with the PPA; (b) any failure assignment, transfer, modification, extension or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all terms of the Guaranteed Obligations or to amounts which are not covered by this guaranty; PPA; (gc) any change in the ownership time, manner, terms of any Borrower or the insolvency, bankruptcy or any other change in the legal status payment of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validityother term of, enforceability all or the payment when due any of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person amendment or waiver of or any consent to departure from any agreement or instrument executed in connection herewith or an unrelated transaction; or therewith; (kd) any sale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set off against any of said liabilities, or any release or amendment or waiver of or consent to departure from any other circumstancesguaranty, whether for all or not similar to any of the foregoingGuaranteed Obligations; (e) applicable statutes of limitation, which could constitute a defense failure, omission, delay, waiver or refusal by OUC to a guarantor; all whether exercise, in whole or not such Borrower Guarantor shall have had notice in part, any right or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect remedy held by OUC with respect to the Guaranteed Obligations PPA or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of transaction under the PPA; or (f) any change in the existence, validitystructure or ownership of Guarantor or Principal Obligor, enforcement or non-any insolvency, bankruptcy, reorganization or other similar proceeding affecting Principal Obligor or its assets. The obligations of the Guarantor hereunder are several from the Principal Obligor or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any such other guaranties or other obligations or time any provision payment of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by OUC upon the manner agreed insolvency, bankruptcy, dissolution, liquidation or reorganization of Principal Obligor or any other guarantor, or upon between or as a result of the Borrower and the Administrative Agent and the Lendersappointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Principal Obligor or any other guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the 139 67484784_8 foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, it is a primary obligation of each Borrower Guarantor Whirlpool and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of Whirlpool or the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company Whirlpool may have at any time against any the Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor Whirlpool shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kj) of this paragraphSection 4.03. It is agreed that each Borrower Guarantor's Whirlpool’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's Whirlpool’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty Each of payment the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and not the other Credit Documents, regardless of collectionany law, is a primary obligation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Credit Party with respect thereto. The obligations of each Borrower Guarantor under this Guaranty are independent of the Guaranteed Obligations and not one are joint and several with any other guarantor of suretythe Guaranteed Obligations in each and every particular, and a separate action or actions may be brought and prosecuted against any Borrower, any Guarantor, any other guarantor of the validity and enforceability Guaranteed Obligations, or any other Person regardless of whether any other Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations, or any other Person is joined in any such action or actions. The liability of each Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity The unenforceability of the Guaranteed Obligations or any part thereof Credit Document (other than this Guaranty against such Guarantor) for any reason whatsoever, including that the act of creating the Guaranteed Obligations is ultra vires, that the officers or representatives executing the genuinenessdocuments creating the Guaranteed Obligations exceeded their authority, enforceability that the Guaranteed Oblig▇▇▇▇▇s violate usury or validity of any agreement relating theretoother laws, including, without limitation, as a result of a Country Risk Event; (f) or that the application of payments received from any source [Parent][Mexican] Borrower has defenses to the payment of obligations other than the Guaranteed Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (b) Any change in the time, manner, or place of payment of, or in any term of, any of the Guaranteed Obligations, any part thereof increase, reduction, extension, or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due rearrangement of the Guaranteed Obligations; (i) the failure , any amendment, supplement, or other modification of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerCredit Documents, or any other Person in connection herewith waiver or an unrelated transaction; or (k) any other circumstancesconsent granted under the Credit Documents, whether or not similar to any including waivers of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several payment and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower performance of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.Obligations;

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower the Company or the insolvency, bankruptcy or any other change in the legal status of any Borrowerthe Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of any Guarantor or the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, the Company or any other Person in connection herewith or an unrelated transaction; or (k) without limiting the foregoing, all defenses based on suretyship or impairment of collateral; or (l) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, including all defenses based on suretyship or impairment of collateral; all whether or not such Borrower any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kl) of this paragraphSection. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations not arising under this Section 18 at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement non‑enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower the Company of the Guaranteed Obligations in the manner agreed upon between by the Borrower Company and the Administrative Agent and the Lendersholders of Notes.

Guaranty Absolute. (a) This guaranty is a guaranty guarantee of payment and not merely of collection. Guarantor hereby covenants and agrees that in case Obligor shall fail duly and punctually to pay the Obligations on the date on which such payment is due, is a primary obligation Guarantor will, within five (5) days of each Borrower Guarantor and not one the actual receipt of suretywritten notice from Bank to such effect, and of the validity and enforceability amount which Obligor has failed to pay, pay such amount, subject to the penultimate sentence of SECTION 1 hereof. The liability of Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired discharged except by valid, final and irrevocable payment as herein provided, irrespective of: (i) any law, regulation, or affected by order, or interpretation thereof, now or hereinafter in effect in any jurisdiction affecting or purporting to affect any of the following: (a) any extension, modification terms or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy rights of Bank with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothis Guaranty; (dii) any releaselack of validity or enforceability of the Letter of Credit Agreement; (iii) any exchange, surrender, compromise, settlement, waiver, subordination release or modification, with or without consideration, non-perfection of any other guaranties with respect to the Guaranteed Obligations or any part thereofcollateral, or any release or amendment or waiver of or consent to departure from any other obligation guaranty, for all or any of the Obligations; or (iv) any other circumstances which might otherwise constitute a defense available to, or a discharge of, Obligor in respect of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of Guarantor in respect of any agreement relating thereto, including, without limitationobligations under this Guaranty. This Guaranty shall continue to be effective or be reinstated, as a result of a Country Risk Event; (f) the application of payments received from case may be, if at any source to the time such payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations is rescinded or to amounts which are not covered must otherwise be returned by this guaranty; (g) any change in the ownership of any Borrower or Bank upon the insolvency, bankruptcy or reorganization of Obligor or otherwise, all as though such payment had not been made. (b) Except for any other change in liability under the legal status last sentence of any Borrower; (h) SUBPARAGRAPH 2(A), the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor Guaranty shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time continue in effect with respect to the Guaranteed Credit until 4:59 p.m., Chicago time, on the date following seven (7) days after the then current expiry date of such Credit; PROVIDED, HOWEVER, that this Guaranty shall continue in effect until no Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of are owing under the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Credits and the Administrative Agent and the LendersLetter of Credit Agreement.

Guaranty Absolute. This guaranty is a guaranty The liability of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification the creation of or renewal of, increases or indulgence with respect to, or substitutions for, additions to the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Obligations; (b) any failure lack of validity or omission enforceability of or defect or deficiency applicable to enforce any right, power or remedy with respect to Contractor in the Guaranteed Obligations EMS Agreement or any part thereof or any agreement relating thereto; other documents executed in connection with the EMS Agreement; (c) any modification, extension or waiver of any right, power or remedy with respect to of the Guaranteed Obligations or any part thereof or any agreement relating thereto; terms of the EMS Agreement; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership time, manner, terms or place of any Borrower or the insolvency, bankruptcy or any other change in the legal status payment of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validityother term of, enforceability all or the payment when due any of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person amendment or waiver of or any consent to departure from the EMS Agreement or any other agreement or instrument executed in connection herewith therewith; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or an unrelated transaction; refusal by CVEC to exercise, in whole or (k) in part, any other circumstances, whether right or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect remedy held by CVEC with respect to the Guaranteed Obligations EMS Agreement or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of transaction under the EMS Agreement; or (f) any change in the existence, validitystructure or ownership of Guarantor or Contractor, enforcement or non-any insolvency, bankruptcy, reorganization or other similar proceeding affecting Contractor or its assets. The obligations of Guarantor hereunder are several from Contractor or any other person, and are primary obligations concerning which Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for CVEC, in order to enforce payment by Guarantor under this Guaranty, to show any such proof of Contractor’s default, to exhaust its remedies against Contractor, any other guaranties or other obligations guarantor, or any provision other person liable for the payment or performance of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by CVEC upon the manner agreed insolvency, bankruptcy, dissolution, liquidation or reorganization of Contractor or any other guarantor, or upon between or as a result of the Borrower and the Administrative Agent and the Lendersappointment of a receiver or conservator of, or trustee for Contractor or any other guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of ----------------- collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower Borrowing Subsidiary to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerBorrowing Subsidiary, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Company's ----------- --- liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Borrowing Subsidiary of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowing Subsidiary and the Administrative Agent and the Lenders.. 100

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the Indebtedness will be paid and performed strictly in accordance with its terms regardless of payment and not any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of collection, is a primary obligation the terms or the rights of each Borrower TBCC with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of 2 TBCC CONTINUING GUARANTY -------------------------------------------------------------------------------- under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions for, enforceability of the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, Loan Agreement or any other obligation of any Person with respect document agreement or instrument relating to Borrower (whether or not relating to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating theretoLoan Agreement), including, without limitation, as a result of a Country Risk Event; this Guaranty (f) collectively, the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; "Loan Documents"); (gb) any change in the ownership time, manner or place of payment of, or in any other term of, all or any of the Indebtedness, or any amendment or waiver of any Borrower term of, or any consent to departure from, the insolvency, bankruptcy terms of the Loan Agreement or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Loan Document or any other Borrower to maintain in full forcedocument or agreement; (c) any exchange, validity release or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence non-perfection of any claim, setoff or other rights which the Company may have at any time against any Borrowercollateral, or any release, amendment or waiver of any term of, or consent to departure from, any other Person guaranty for all or any of the Indebtedness; (d) any failure on the part of TBCC or any other person or entity to exercise, or any delay in connection herewith exercising, any right under the Loan Agreement or an unrelated transactionany other Loan Document; or or (ke) any other circumstancescircumstance which might otherwise constitute a defense available to, whether or not similar a discharge of, the Borrower, the Guarantor or any other guarantor with respect to any the Indebtedness (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that the Borrower may assert to the repayment of the foregoingIndebtedness, including, without limitation, failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury) or which could might otherwise constitute a defense to this Guaranty and the obligations of the Guarantor under this Guaranty. The Guarantor hereby agrees that if the Borrower or any other guarantor of all or a guarantor; all whether portion of the Indebtedness is the subject of a bankruptcy proceeding under Title 11 of the United States Code, it will not assert the pendency of such proceeding or not such Borrower Guarantor shall have had notice any order entered therein as a defense to the timely payment of the Indebtedness. If any claim is ever made upon TBCC for repayment or knowledge recovery of any act amount or omission referred to amounts received by TBCC in the foregoing clauses (a) through (k) payment of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other guaranties reason whatsoever, and TBCC repays all or other obligations at part of said amount by reason of any time in effect with respect to the Guaranteed Obligations judgment, decree or order of any court or administrative body having jurisdiction over TBCC or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existenceits property, validity, enforcement or non-enforcement by reason of any settlement or compromise of any such other guaranties claim effected by TBCC with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other obligations instrument evidencing any of the Indebtedness, or any provision release of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Indebtedness, and the Administrative Agent Guarantor shall be and remain liable to TBCC under this Guaranty for the amount so repaid or recovered, to the same extent as if such amount had never originally been received by TBCC, and the Lendersprovisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Subsidiary Borrower or the insolvency, bankruptcy or any other change in the legal status of any Subsidiary Borrower; (h) the change in or the imposition of any law, decree, regulation regulation, order or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Subsidiary Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, Subsidiary Borrower or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's the Company’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's the Company’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Subsidiary Borrower of the Guaranteed Obligations in the manner agreed upon between the such Subsidiary Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, and nothing whatever except actual full payment and not performance of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations (and all other debts, obligations and liabilities 3.1. The occurrence or continuance of any event of bankruptcy, reorganization or insolvency with respect to Counterparty or Guarantor, or any disallowance of all or any portion of any claim by Beneficiary, its successors or assigns in connection with any such proceeding or in the event that all or any part thereof of any payment is recovered from Beneficiary as a preference payment or fraudulent transfer under the United States Bankruptcy Code or any agreement relating thereto at any time; (b) any failure applicable law, or omission to enforce any rightthe dissolution, power liquidation or remedy winding up of Guarantor or Counterparty; 3.2. Any amendment, supplement, reformation, waiver or other modification of the Guaranteed Agreements, unless such amendment, supplement, reformation, waiver or other modification materially increases the liability of Guarantor with respect to the Guaranteed Obligations and Guarantor has not given its consent thereto if such consent is required under the applicable Guaranteed Agreements; 3.3. The exercise, non-exercise or delay in exercising, by Beneficiary or any part thereof other Person, of any right under this Guaranty or the Guaranteed Agreements; 3.4. Any extension, renewal, settlement, compromise or waiver concerning the Guaranteed Obligations or any agreement change in time, manner or place of payment of, or in any other terms of, all or any of the Guaranteed Obligations or any other amendment or waiver of, or any consent to depart from, the Guaranteed Agreements or any other agreement, document or instrument relating thereto; (c) any waiver of any rightprovided, power or remedy however, Guarantor’s obligations with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect shall be credited to the extent that that any such settlement or compromise reduces the Guaranteed Obligations Obligations; 3.5. Any assignment or any part thereofother transfer of rights under this Guaranty by Beneficiary, or any permitted assignment or other obligation transfer of the Guaranteed Agreements, including any assignment as security for financing purposes; 3.6. Any merger or consolidation into or with any other entity, or other change in the corporate existence or cessation of existence of, Counterparty or Guarantor; 3.7. Any change in ownership or control of Guarantor or Counterparty; 3.8. Any sale, transfer or other disposition by Guarantor of any Person with respect to direct or indirect interest it may have in Counterparty; 3.9. The inaccuracy or breach, or alleged inaccuracy or breach, of any of the representations and warranties of Counterparty or Beneficiary under the Guaranteed Obligations Agreements; 3.10. The failure to create, preserve, validate, perfect or protect any security interest, collateral or other guaranty granted to, or in favor of, any Person; 3.11. The existence of, or any part thereof; (e) the enforceability substitution, modification, exchange, release, settlement or validity compromise of, any security or collateral for or guaranty of any of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected failure to apply such payments security or collateral or failure to any part or all of the Guaranteed Obligations or to amounts which are not covered by this enforce such guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the ; 3.12. The existence of any claim, setoff set-off, or other rights which the Company Guarantor or any Affiliate thereof may have at any time against Beneficiary, any BorrowerAffiliate thereof or any other Person; 3.13. The genuineness, validity, regularity, or enforceability, in whole or in part, of this Guaranty, the Guaranteed Agreements, or any other Person in connection herewith agreement, document or an unrelated transaction; instrument related to the transactions contemplated hereby or (k) thereby or the absence of any other circumstancesaction to enforce the same, whether or not similar any provision of law purporting to prohibit payment or performance by Counterparty of the Guaranteed Obligations; 3.14. The absence of any notice to, or knowledge by, Guarantor of the existence or occurrence of any of the foregoingmatters or events set forth in the foregoing clauses; and 3.15. Except as provided herein, any other circumstances which could might otherwise constitute a defense to a guarantor; all whether to, or not such Borrower discharge of, Guarantor shall have had notice or knowledge Counterparty in respect of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless a legal or equitable discharge of the existenceCounterparty in respect thereof, validityincluding, enforcement or non-enforcement a discharge as a result of any such other guaranties bankruptcy or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenderssimilar law.

Guaranty Absolute. This guaranty is a guaranty of payment Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, irrevocable, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than payment in full, subject however to Section 8 hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of collectionwhich are hereby expressly waived by it to the fullest extent permitted by law), is a primary obligation whether by reason of each Borrower Guarantor and not one any claim of suretyany character whatsoever, and the including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and Guaranty shall not be impaired or affected by and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any of the following: : (a) any amendment, waiver, extension, modification or renewal of, or indulgence with respect to, or substitutions substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; , including any renewal or extension of the time or change of the manner or place of payment; (b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; , or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (d) any release, surrender, compromise, settlement, waiver, non-perfection, impairment, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation obligations of any Person with respect to the Guaranteed Obligations or any part person thereof; ; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of obligations indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; Guaranty; (g) any change in the corporate existence, structure or ownership of any Borrower Applicant or the insolvency, bankruptcy or any other change in the legal status of any Borrower; Applicant; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does of any jurisdiction or might impair, delay or any other event in any way affect the validity, enforceability or the payment when due affecting any term of the Guaranteed ObligationsObligations or the Letter of Credit Issuer's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Applicant of any assets or its use or of the ability to operate its business or a material part thereof; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty); (i) the failure of the Company or any other Borrower Applicant to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyGuaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; Guaranty; (j) the existence of any claim, setoff or other rights right which the Company such Guarantor may have at any time against any Borrower, Applicant or any other Person guarantor in connection herewith or an with any unrelated transaction; or ; (k) the Letter of Credit Issuer's election, in any other circumstancescase or proceeding instituted under Chapter 11 of the United States Bankruptcy Code, whether of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any borrowing, use of cash collateral, or not similar to grant of a security interest by any Applicant, as debtor in possession, under Section 363 of the United States Bankruptcy Code; (m) the disallowance of all or any portion of any of the foregoing, Letter of Credit Issuer's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or (n) any other fact or circumstance which could might otherwise constitute a defense available to a guarantor; such Guarantor or grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (km) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Applicant of the Guaranteed Obligations in the manner agreed upon between among the Borrower Letter of Credit Issuer and the Administrative Agent Applicants as applicable. Without limiting the generality of the foregoing and subject to Section 1(b), each Guarantor guarantees that it shall pay the LendersLetter of Credit Issuer strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligation, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Applicant is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Applicant is principally located.

Guaranty Absolute. This guaranty is a guaranty The liability of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, enforceability of or indulgence with respect to, defect or substitutions for, deficiency in the Guaranteed Obligations PPA or any part thereof or any agreement relating thereto at any time; other documents executed in connection with the PPA; (b) any failure assignment, transfer, modification, extension or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all terms of the Guaranteed Obligations or to amounts which are not covered by this guaranty; PPA; (gc) any change in the ownership time, manner, terms of any Borrower or the insolvency, bankruptcy or any other change in the legal status payment of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validityother term of, enforceability all or the payment when due any of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person amendment or waiver of or any consent to departure from any agreement or instrument executed in connection herewith or an unrelated transaction; or therewith; (kd) any sale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any set off against any of said liabilities, or any release or amendment or waiver of or consent to departure from any other circumstancesguaranty, whether for all or not similar to any of the foregoingGuaranteed Obligations; (e) applicable statutes of limitation, which could constitute a defense failure, omission, delay, waiver or refusal by KUA to a guarantor; all whether exercise, in whole or not such Borrower Guarantor shall have had notice in part, any right or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect remedy held by KUA with respect to the Guaranteed Obligations PPA or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of transaction under the PPA; or (f) any change in the existence, validitystructure or ownership of Guarantor or Principal Obligor, enforcement or non-any insolvency, bankruptcy, reorganization or other similar proceeding affecting Principal Obligor or its assets. The obligations of the Guarantor hereunder are several from the Principal Obligor or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any such other guaranties or other obligations or time any provision payment of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in are annulled, set aside, invalidated, declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or repaid by KUA upon the manner agreed insolvency, bankruptcy, dissolution, liquidation or reorganization of Principal Obligor or any other guarantor, or upon between or as a result of the Borrower and the Administrative Agent and the Lendersappointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Principal Obligor or any other guarantor or any substantial part of its property or otherwise, all as though such payment or payments had not been made.

Guaranty Absolute. This guaranty Subject to Section 4 of this Guaranty, Guarantor agrees that its obligations under this Guaranty are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor. In furtherance of the foregoing and without limiting the generality thereof, ▇▇▇▇▇▇▇▇▇ agrees as follows: (a) The liability of Guarantor under this Guaranty is a continuing guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of suretycollectibility, and is not conditional or contingent upon the validity and genuineness, validity, regularity or enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired the Agreement or affected the pursuit by Beneficiary of any of remedies which it now has or may hereafter have under the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Agreement; (b) any failure or omission to Beneficiary may enforce any right, power or remedy this Guaranty upon the occurrence of a default by Principal under the Agreement notwithstanding the existence of a dispute between Beneficiary and Principal with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; existence of the default; (c) The obligations of Guarantor under this Guaranty are independent of the obligations of Principal under the Agreement and a separate action or actions may be brought and prosecuted against Guarantor whether or not any waiver action is brought against Principal or any other guarantors and whether or not Principal is joined in any such action or actions; (d) Beneficiary may, at its election, foreclose on any security held by Beneficiary, whether or not the means of foreclosure is commercially reasonable, or exercise any right, power other right or remedy available to Beneficiary without affecting or impairing in any way the liability of Guarantor under this agreement, except to the extent the amount(s) owed to Beneficiary by Principal have been paid; and (e) Guarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: Any modification, amendment, supplement, extension, agreement or stipulation between Principal and Beneficiary or their respective successors and assigns, with respect to the Guaranteed Agreement or the obligations encompassed thereby; (ii) Beneficiary's waiver of or failure to enforce any of the terms, covenants or conditions contained in the Agreement; Any release of Principal or any other guarantor from any liability with respect to the Obligations or any part thereof or any agreement relating thereto; portion thereof; (div) any release, surrendercompromise or subordination of any real or personal property then held by Beneficiary as security for the performance of the Obligations or any portion thereof, compromiseor any substitution with respect thereto; Without in any way limiting the generality of the foregoing, settlementif Beneficiary is awarded a judgment in any suit brought to enforce a portion of the Obligations, waiversuch judgment shall not be deemed to release Guarantor from its covenant to pay that portion of the Obligations which is not the subject of such suit; (vi) Beneficiary's acceptance and/or enforcement of, subordination or modification, with or without considerationfailure to enforce, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation portion of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower GuarantorBeneficiary's liability hereunder is several and independent exercise of any other guaranties or other obligations at any time in effect with respect rights available to it under the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.Agreement;

Guaranty Absolute. This guaranty is a guaranty Each Guarantor, jointly and severally, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of payment the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agents and not of collection, is a primary obligation the Lenders with respect thereto. The liability of each Borrower Guarantor and not one of surety, and under this Section 9 with regard to the validity and enforceability of this guaranty Guaranteed Obligations shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity or enforceability of this Agreement, modification or renewal ofthe Credit Documents, or indulgence with respect toany other agreement or instrument relating thereto; Export Prepayment Finance Agreement dated as of March 10, or substitutions for2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; among others. (b) any failure change in the time of, manner or omission to enforce place of payment of, or in any rightother term of, power or remedy with respect to the Guaranteed Obligations all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof other amendment or the genuinenesswaiver of or any consent to departure from this Agreement and/or any other Credit Document (with regard to such Guaranteed Obligations); (c) any exchange, enforceability release or validity nonperfection of any agreement relating theretocollateral, includingor any release or amendment or waiver of or consent to departure from any other guaranty, without limitationfor all or any of the Guaranteed Obligations; (d) any change of control of or ownership in the Borrower or any Guarantor; (e) the Borrower or any Guarantor not being the surviving or successor entity in any merger or consolidation with another Person, as a result of a Country Risk Event; or any other reorganization or corporate restructuring; (f) any acceptance of any partial payment(s) from the application Borrower and/or any Guarantor; or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any Guarantor in respect of payments received from any source to the payment of obligations other than the Guaranteed Obligations. The obligations of each Guarantor contained in this Section 9 shall continue to be effective or be reinstated, as the case may be, if at any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to time any part or all payment of any of the Guaranteed Obligations is rescinded or to amounts which are not covered must otherwise be returned by this guaranty; (g) any change in Agent or the ownership of any Borrower or Lenders upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Borrower and/or any Guarantor or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Parent and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Parent Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Parent Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Parent Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties guarantees with respect to the Parent Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Parent Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Parent Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Parent Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Parent Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Parent Guaranteed Obligations; (i) the failure of the Company Parent or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Parent Guaranteed Obligations or this guaranty, or to take any other action required in connection with the 118 119 performance of all obligations pursuant to the Parent Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company Parent may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Parent shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Parent's liability hereunder is several and independent of any other guaranties guarantees or other obligations at any time in effect with respect to the Parent Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Parent's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties guarantees or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Parent Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. Wyndham Worldwide guarantees that the Obligations will be performed strictly in accordance with the terms of the WVRI Purchase Agreement, the WRDC Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms; provided, however, nothing herein shall be construed to require Wyndham Worldwide to act in violation of any law, regulation or order. The obligations of Wyndham Worldwide under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against Wyndham Worldwide to enforce this Guaranty, irrespective of whether any action is brought against WCF, WRDC or the Issuer, or whether WCF, WRDC or the Issuer is joined in any such action or actions. This guaranty Guaranty is a an absolute, unconditional and continuing guaranty of the full and punctual payment and not performance of collection, is a primary obligation all of each Borrower Guarantor and not one of surety, and the Obligations. Wyndham Worldwide agrees that the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and Guaranty shall not be impaired or affected by any of the following: : (ai) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions forenforceability of the WVRI Purchase Agreement, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof WRDC Purchase Agreement or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; Indenture; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (gii) any change in the ownership time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to departure from the WVRI Purchase Agreement, the WRDC Purchase Agreement or the Indenture; (iii) any taking, exchange, release or non-perfection of any Borrower 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; (iv) any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of WCF, WRDC or the Issuer, as the case may be; (v) any change, restructuring or termination of the corporate or other structure or existence of WCF, WRDC or the Issuer; or (vi) any other circumstance that might otherwise constitute a defense (other than payment and performance) available to, or a discharge of WCF, WRDC or the Issuer or its affiliates or a 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 Trustee upon the insolvency, bankruptcy or any other change in the legal status reorganization of any Borrower; (h) the change in WCF, WRDC or the imposition of any lawIssuer or otherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, it is a primary obligation of each Borrower Guarantor Whirlpool and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower Borrowing Subsidiary or the insolvency, bankruptcy or any other change in the legal status of any BorrowerBorrowing Subsidiary; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.way

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, 90244708_2 licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-non- 158 90295627_3 enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. The Agreement shall conclusively be deemed to have been entered into by Lender and any B Note Advances thereunder shall be made in reliance upon this Guaranty and all dealings and documents executed hereafter between Lender and Borrower related to the Guaranteed Obligations shall likewise be conclusively presumed to have been undertaken or consummated in reliance upon this Guaranty. This guaranty is Guaranty shall, subject to the terms hereof, be construed as a continuing, absolute and unconditional guaranty of payment and not guaranty of collection, is a primary obligation performance of each Borrower obligations. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extensionlack of genuineness, modification regularity, legality, validity or renewal of, or indulgence with respect to, or substitutions for, enforceability of the Guaranteed Obligations Agreement or any part thereof or any agreement relating thereto at any time; thereof, (b) any failure change in the time, manner or omission place of payment of any amount payable under the Agreement, or in any other term of the Agreement, including, but not limited to, any increase or decrease in the Base Rate or Eurodollar Rate, or any other amendment or waiver or consent to enforce departure from the Agreement including, without limiting the generality of the foregoing, the waiver of any rightdefault thereunder or the making of any arrangement with, power or remedy the accepting of any compromise or settlement from, Borrower or any other person or entity liable in respect of any amount payable under the Agreement, unless Lender expressly agrees in writing any of the foregoing applies to this Guaranty (c) any exchange, release or non-perfection of any interest of Lender in any B Notes, or any release or amendment or waiver of or consent to departure from any other guaranty securing the obligations of Borrower under the Agreement, (d) any act, omission, circumstance or occurrence that might otherwise vary the risk of the Guarantor or be deemed a legal or equitable discharge of the Guarantor or which might otherwise constitute a defense available to Borrower or the Guarantor or (e) any dealings or transactions between Lender, Borrower or any other person or entity liable in respect of the payment to Lender of the aggregate outstanding principal amount of each B Note Advance or the payment or performance of any of the other obligations of Borrower under the Agreement or any other document executed in connection therewith. Without limiting the generality of the foregoing and subject to the terms hereof the Guarantor's liability under this Guaranty shall, subject to the terms hereof, be absolute and unconditional irrespective of any right of set-off or counterclaim which Borrower or the Guarantor may from time to time have in respect of any moneys or liabilities owing by, or any claims against, Lender and the Guarantor irrevocably waives any defense or claim based upon any such right of set-off or counterclaim. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any part of the aggregate outstanding principal amount of each B Note Advance or any other amount paid to Lender with respect to the Guaranteed Obligations is rescinded or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered must otherwise be returned by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or Lender upon the insolvency, bankruptcy or any other change in the legal status reorganization of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or all as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company any Guarantor or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, Borrower or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations not arising under this Article XIII at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations not arising under this Article XIII or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the by Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collectionEach Subsidiary Guarantor agrees that its obligations hereunder are irrevocable, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective ofunconditional, are independent of the Guaranteed Obligations or other guaranty or liability in respect thereof, whether given by such Subsidiary Guarantor or any other Person, and shall not be impaired discharged, limited or otherwise affected by reason of any of the following, whether or not such Subsidiary Guarantor has notice or knowledge thereof: (i) any change in the time, manner or place of payment of, or in any other term of, any Guaranteed Obligations or any guaranty or other liability in respect thereof, or any amendment, modification or supplement to, restatement of, or consent to any rescission or waiver of or departure from, any provisions of the Investment Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (ii) the invalidity or unenforceability of any Guaranteed Obligations, any guaranty or other liability in respect thereof or any provisions of the Investment Agreement, any other Loan Document or any agreement or instrument delivered pursuant to any of the foregoing; (iii) the addition or release of Subsidiary Guarantors hereunder or the taking, acceptance or release of other guarantees of any Guaranteed Obligations or security for any Guaranteed Obligations or for any guaranty or other liability in respect thereof; (iv) any discharge, modification, settlement, compromise or other action in respect of any Guaranteed Obligations or any guaranty or other liability in respect thereof, including any acceptance or refusal of any offer or performance with respect to the same or the subordination of the same to the payment of any other obligations; (v) 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 the Guaranteed Obligations, any guaranty or other liability in respect thereof; (vi) any bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence of the Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations; (vii) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations or any other obligations of the Borrower or any other Person directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application; or (viii) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrower, any Subsidiary Guarantor or a surety or guarantor generally, other than the occurrence of all of the following: (ax) any extensionthe payment in full of the Total Obligations and (y) the termination of the Notes under the Investment Agreement (the events in clauses (x) and (y) above, modification or renewal of, or indulgence with respect to, or substitutions forcollectively, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders“Termination Requirements”).

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the Guaranty Obligations will be paid, regardless of payment and not any applicable law, regulation or order now or hereinafter in effect in any jurisdiction affecting any of collection, is a primary obligation such terms or the rights of each Borrower the Administrative Agent or any Lender with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired the Guarantor hereby irrevocably waives any defenses it may now or affected by hereafter acquire in any way relating to, any or all of the following: (a) Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument executed in connection with or pursuant thereto; (b) Any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the following: (a) any extension, modification or renewal ofGuaranty Obligations, or indulgence with respect toany other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or substitutions forany release or amendment or waiver of or consent to departure from any other guaranty, the Guaranteed Obligations for all or any part thereof of the Guaranty Obligations; (d) The failure of the Administrative Agent or a Lender to assert any agreement relating thereto at any time; (b) any failure claim or omission demand or to enforce any right, power right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the Guaranteed Obligations Credit Agreement or any part thereof other Loan Document; (f) Any change in the corporate existence, structure or ownership of BLFC, or any agreement relating thereto; (c) any waiver insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any rightof the Guaranty Obligations; (g) Any other circumstance which might otherwise constitute a defense available to, power or remedy with respect to a discharge of, the Guaranteed Obligations Guarantor, BLFC or any part thereof or any agreement relating thereto; other Person (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, including any other guaranties with guarantor) that is a party to any document or instrument executed in respect of any Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Guaranteed Obligations Credit Agreement; or (i) Any law, regulation, decree or order of any part thereofjurisdiction, or any other obligation event, affecting any term of any Person Guaranty Obligations or the Administrative Agent’s or any Lender’s rights with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; : (fA) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments received from by banks in such jurisdiction or the imposition by such jurisdiction or any source Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives BLFC of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the payment extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the Guaranteed indefeasible full and final payment of all of the Guaranty Obligations), the allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any part thereof application, release or amounts which are not covered by this guaranty even though substitution of collateral or other security therefor, the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership release of any Borrower or the insolvencyguarantor, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation surety or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required Person obligated in connection with any document or instrument executed in respect of the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerGuaranty Obligations, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar further advances to any BLFC. Without limiting the generality of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower the Guarantor guarantees that it shall have had notice or knowledge pay the Administrative Agent strictly in accordance with the express terms of any act document or omission referred to in the foregoing clauses (a) through (k) of this paragraphagreement evidencing any Guaranty Obligation. It is agreed the intent of this Section 3 that each Borrower Guarantor's liability the Guaranty Obligations hereunder is several are and independent of shall be irrevocable, continuing, absolute and unconditional under any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersall circumstances.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full 89925978_2 force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a guaranty continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or, is a primary obligation any other First Lien Obligations of each Borrower Guarantor and not one any other Loan Party under or in respect of suretythe Loan Documents, the Specified Non Loan Party Hedge Obligations or the Specified Non Loan Party Secured Cash Management Obligations, and a separate action or actions may be brought and prosecuted against Holdings to enforce this Guaranty, irrespective of whether any action is brought against the validity and enforceability Borrower or any other Loan PartyRestricted Subsidiary or whether the Borrower or any other Loan Partysuch Restricted Subsidiary is joined in any such action or actions. The liability of Holdings under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired Holdings hereby irrevocably waives any rights, claims or affected by defenses it may now have or hereafter acquire in any way relating to, any or all of the following: following (whether or not Holdings has knowledge thereof): (a) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or enforceability of any part thereof Loan Document or any agreement or instrument relating thereto at any time; thereto; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term of, power all or remedy with respect to any of the Guaranteed First Lien Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without considerationor, any other guaranties with First Lien Obligations of any other Loan Party under or in respect to of the Guaranteed Loan Documents, the Specified Non Loan Party Hedge Obligations or any part thereofthe Specified Non Loan Party Secured Cash Management Obligations, or any other obligation amendment or waiver of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or consent to departure from any part thereof or the genuineness, enforceability or validity of any agreement relating theretoLoan Document, including, without limitation, as a result any increase in the Guaranteed First Lien Obligations resulting from the extension of a Country Risk Event; additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or, any other First Lien Obligations of any Loan Party under the Loan Documents, the Specified Non Loan Party Hedge Obligations, the Specified Non Loan Party Secured Cash Management Obligations or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) the application any failure of payments received from any source Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (Holdings waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of Holdings or any other guarantor or surety with respect to the Guaranteed First Lien Obligations; or (h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed First Lien Obligations is rescinded or to amounts which are not covered must otherwise be returned by this guaranty; (g) any change in the ownership of Secured Party or any Borrower or other Person upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower to maintain in full forceLoan Party or otherwise, validity or effect or to obtain or renew when required all governmental and as though such payment had not been made. No payment made by the Borrower, Holdings, any of the other approvalsGuarantors, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, guarantor or any other Person in connection herewith or an unrelated transaction; received or (k) collected by any other circumstancesSecured Party from the Borrower, whether or not similar to Holdings, any of the foregoingother Guarantors, which could constitute a defense to a guarantor; all whether any other guarantor or not such Borrower Guarantor shall have had notice or knowledge any other Person by virtue of any act action or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of proceeding or any other guaranties set-off or other obligations appropriation or application at any time or from time to time in effect with respect to the Guaranteed Obligations reduction of or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit in payment by any Borrower of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the manner agreed upon between the Borrower Administrative Agents and the Administrative Agent applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the LendersCommitments shall have expired or been terminated.

Guaranty Absolute. This The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Banks with respect thereto to the extent permitted by law. The guaranty provided by each Guarantor hereunder is a guaranty of payment and not merely of collection. Each Guarantor's Guaranteed Obligations are independent of, is a primary obligation and separate from, the Obligations of the Borrower and the Guaranteed Obligations of the other Guarantors, and shall not be released by, but shall survive as if the same have not been made, any and all payments by any obligor of the Obligations or Guaranteed Obligations or the application of any proceeds from or collateral security for the Obligations or Guaranteed Obligations until all of such obligations are fully paid and finally discharged. The liability of each Guarantor under this Guaranty with regard to the Guaranteed Obligations of the Borrower Guarantor and not one of suretyshall, and to the validity and enforceability of this guaranty shall extent permitted by law, be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy enforceability of this Credit Agreement with respect to the Borrower (with regard to such Guaranteed Obligations Obligations), the Notes of the Borrower, or any part thereof other agreement or any agreement instrument relating thereto; ; (c) any exchange, release or nonperfection of a lien on any collateral, or any release or amendment or waiver of or consent to departure from any rightother guaranty, power for all or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; of the Borrower; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to change in ownership of the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; Borrower; (e) any acceptance of any partial payment(s) from the enforceability Borrower; or (f) any other circumstance which might otherwise constitute a defense available to, or validity a discharge of, the Borrower in respect of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or any part thereof or must otherwise be returned by the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or Banks upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This Each of the Guarantors guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The liability of the Guarantors under this guaranty is a guaranty of payment and not of collection, is a primary obligation with regard to the Guaranteed Obligations of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of authorization, modification execution, validity or renewal enforceability or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Guarantor that the Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) the Administrative Agent's or any Lender's exercise or enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations, as the case may be, or substitutions forany power, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power right or remedy with respect to any of the Obligations or the Guaranteed Obligations, as the case may be, including (i) any suspension of the Administrative Agent's or any Lender's right to enforce against any other Borrower of the Guaranteed Obligations or (ii) any part thereof change in the time, manner or place of payment of, or in any other term of, all or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof other amendment or waiver of or any consent to departure from this Credit Agreement or the genuinenessother Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations; (c) any exchange, enforceability release or validity non-perfection of any agreement relating theretocollateral, includingor any release or amendment or waiver of or consent to departure from any other guaranty, without limitation, as a result for all or any of a Country Risk Event; the Guaranteed Obligations; (d) any change in ownership of any Borrower; (e) any acceptance of any partial payment(s) from any Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the application benefit of payments received from creditors, appointment of a receiver, examiner or trustee for all or any source to part of any Borrower's assets; (g) any assignment, participation or other transfer, in whole or in part, of the payment Administrative Agent's or any Lender's interest in and rights under this Credit Agreement or any other Loan Document, or of obligations other than the Administrative Agent's or any Lender's interest in the Obligations or the Guaranteed Obligations; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations, as the case may be; (i) the Administrative Agent's or any part thereof Lender's vote, claim, distribution, election, acceptance, action or amounts inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations, as the case may be; or (j) any other action or circumstance, other than payment, which are not covered might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations. This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to or any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or Lender upon the insolvency, bankruptcy or any other change in the legal status reorganization, examination of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, irrevocable, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than payment in full, subject however to Section 8 hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of collectionwhich are hereby expressly waived by it to the fullest extent permitted by law), is a primary obligation whether by reason of each Borrower Guarantor and not one any claim of suretyany character whatsoever, and the including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and Guaranty shall not be impaired or affected by and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any of the following: : (a) any amendment, waiver, extension, modification or renewal of, or indulgence with respect to, or substitutions substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; , including any renewal or extension of the time or change of the manner or place of payment; (b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; , or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (d) any release, surrender, compromise, settlement, waiver, non- perfection, impairment, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation obligations of any Person with respect to the Guaranteed Obligations or any part person thereof; ; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of obligations indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; Guaranty; (g) any change in the corporate existence, structure or ownership of any Borrower Applicant or the insolvency, bankruptcy or any other change in the legal status of any Borrower; Applicant; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does of any jurisdiction or might impair, delay or any other event in any way affect the validity, enforceability or the payment when due affecting any term of the Guaranteed ObligationsObligations or the Letter of Credit Issuer's rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a Non-USD Currency (as hereinafter defined) for U.S. Dollars or the remittance of funds outside of such jurisdiction or the unavailability of U.S. Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives any Applicant of any assets or its use or of the ability to operate its business or a material part thereof; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty); (i) the failure of the Company or any other Borrower Applicant to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyGuaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; Guaranty; (j) the existence of any claim, setoff or other rights right which the Company such Guarantor may have at any time against any Borrower, Applicant or any other Person guarantor in connection herewith or an with any unrelated transaction; or ; (k) the Letter of Credit Issuer's election, in any other circumstancescase or proceeding instituted under Chapter 11 of the United States Bankruptcy Code, whether of the application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any borrowing, use of cash collateral, or not similar to grant of a security interest by any Applicant, as debtor in possession, under Section 363 of the United States Bankruptcy Code; (m) the disallowance of all or any portion of any of the foregoing, Letter of Credit Issuer's claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the United States Bankruptcy Code; or (n) any other fact or circumstance which could might otherwise constitute a defense available to a guarantor; such Guarantor or grounds at law or equity for the discharge or release of such Guarantor from its obligations hereunder, all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (km) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower Applicant of the Guaranteed Obligations in the manner agreed upon between among the Borrower Letter of Credit Issuer and the Administrative Agent Applicants as applicable. Without limiting the generality of the foregoing, each Guarantor guarantees that it shall pay the Letter of Credit Issuer strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligation, including in the amounts and in the Lenderscurrency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Applicant is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Applicant is principally located.

Guaranty Absolute. This guaranty is a guaranty Each Guarantor guarantees that the Obligation will be paid strictly in accordance with the terms of payment and not of collectionthe Credit Agreement, is a primary obligation of each Borrower Guarantor and not one of suretythe Notes, and the validity other Loan Papers, regardless of any Applicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Lender or any Lender with respect thereto; PROVIDED, HOWEVER, nothing contained in this Guaranty shall require any Guarantor to make any payment under this Guaranty in violation of any Applicable Law, regulation or order now or hereafter in effect. The obligations and enforceability liabilities of each Guarantor hereunder are independent of the obligations of Company under the Credit Agreement and of the obligations of each other Obligor under each other Loan Paper and any Applicable Law. The liability of each Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) the taking or accepting of any extension, modification other security or renewal of, guaranty for any or indulgence with respect to, or substitutions for, all of the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; Obligation; (b) any failure increase, reduction or omission payment in full at any time or from time to enforce any right, power or remedy with respect to the Guaranteed Obligations or time of any part thereof of the Obligation, including any increase, reduction or any agreement relating thereto; termination of the Commitment; (c) any waiver lack of validity or enforceability of the Credit Agreement, the Notes, or any rightother Loan Paper or other agreement or instrument relating thereto, power or remedy with respect to including but not limited by the Guaranteed Obligations unenforceability of all or any part thereof of the Obligation by reason of the fact that (i) the Obligation, and/or the interest paid or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties payable with respect to thereto, exceeds the Guaranteed Obligations amount permitted by Applicable Law, (ii) the act of creating the Obligation, or any part thereof, is ULTRA ▇▇▇▇▇, (iii) the officers creating same acted in excess of their authority, or (iv) for any other reason; (d) any lack of corporate, partnership or other power of Company, any Obligor or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; Person; (e) the enforceability or validity of the Guaranteed Obligations any Debtor Relief Law involving Company, any Guarantor, any Obligor or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; other Person; (f) any renewal, compromise, extension, acceleration or other change in the application time, manner or place of payments received from payment of, or in any source other term of, all or any of the Obligation; any adjustment, indulgence, forbearance, or compromise that may be granted or given by any Lender or Administrative Lender to the payment of obligations other than the Guaranteed ObligationsCompany, any part thereof Guarantor or amounts which are not covered any other Obligor; or any other modification, amendment, or waiver of or any consent to departure from the Credit Agreement, the Notes, or any other Loan Paper or other agreement or instrument relating thereto without notification of any Guarantor (the right to such notification being herein specifically waived by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; each Guarantor); (g) any exchange, release, sale, subordination, or non-perfection of any collateral or Lien thereon or any lack of validity or enforceability or change in the ownership priority, destruction, reduction, or loss or impairment of value of any Borrower collateral or the insolvency, bankruptcy or any other change in the legal status of any Borrower; Lien thereon; (h) the change in any release or the imposition amendment or waiver of or consent to departure from any law, decree, regulation other guaranty for all or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; Obligation; (i) the failure of the by any Lender or Administrative Lender to make any demand upon or to bring any legal, equitable, or other action against Company or any other Borrower to maintain in full force, validity Person (including without limitation any Guarantor or effect or to obtain or renew when required all governmental and any other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyObligor), or the failure or delay by any Lender or Administrative Lender to, or the manner in which any Lender or Administrative Lender shall, proceed to take exhaust rights against any other action required in connection with direct or indirect security for the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; Obligation; (j) the existence of any claim, setoff defense, set-off, or other rights which the Company or Guarantor may have at any time against Company, any BorrowerLender, Administrative Lender, any Guarantor or any other Obligor, or any other Person Person, whether in connection herewith with this Guaranty, the Loan Papers, the transactions contemplated thereby, or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.transaction;

Guaranty Absolute. This guaranty is Guaranty shall be construed as a guaranty continuing, absolute and unconditional guarantee of payment payment. Each Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Note and not the other Loan Documents, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of, the Lender with respect thereto. The liability of each Borrower Subsidiary Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any lack of validity or enforceability of this Guaranty, the Note Agreement, any other Loan Document or any other agreement or instrument relating to any thereof, the absence of any action to enforce the same, any release of the Borrower or any other Subsidiary Guarantor, the recovery of any judgment against the Borrower or any Subsidiary Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor; (b) any occurrence or condition whatsoever, including without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification or renewal of, or indulgence with respect toany change in, any of the obligations of the Borrower or any Subsidiary Guarantor contained in this Guaranty, the Note or any other Loan Document, (ii) any impairment, modification, release or limitation of the liability of the Borrower or any Subsidiary Guarantor or any of their estates in bankruptcy, or substitutions forany remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable bankruptcy law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by any Subsidiary Guarantor or the Lender of any rights or remedies, (iv) the assignment or the purported assignment of any property as security for the Guaranteed Obligations Obligations, including all or any part of the rights of any Subsidiary Guarantor under this Guaranty, (v) the extension of the time for payment by the Borrower or any Subsidiary Guarantor of any payments or other sums or any part thereof owing or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to payable under any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge terms and provisions of any act Loan Document or omission referred to in of the foregoing clauses (a) through (k) of this paragraph. It is agreed that each time for performance by the Borrower Guarantor's liability hereunder is several and independent or any Subsidiary Guarantor of any other guaranties obligations under or other obligations at arising out of any time in effect with respect to terms or provisions or the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless extension of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.renewal

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any the Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the Guaranty Obligations will be paid, regardless of payment and not any applicable law, regulation or order now or hereinafter in effect in any jurisdiction affecting any of collection, is a primary obligation such terms or the rights of each Borrower the Administrative Agent or any Lender with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired the Guarantor hereby irrevocably waives any defenses it may now or affected by hereafter acquire in any way relating to, any or all of the following: (a) Any lack of validity or enforceability of or defect or deficiency in the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument executed in connection with or pursuant thereto; (b) Any change in the time, manner, terms or place of payment of, or in any other term of, all or any of the following: (a) any extension, modification or renewal ofGuaranty Obligations, or indulgence with respect toany other amendment or waiver of or any consent to departure from the Credit Agreement, any Transaction Document or Loan Document or any other agreement or instrument relating thereto or executed in connection therewith or pursuant thereto; (c) Any sale, exchange or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or substitutions forany release or amendment or waiver of or consent to departure from any other guaranty, the Guaranteed Obligations for all or any part thereof of the Guaranty Obligations; (d) The failure of the Administrative Agent or a Lender to assert any agreement relating thereto at any time; (b) any failure claim or omission demand or to enforce any right, power right or remedy against BLFC or any other Person hereunder or under the Credit Agreement or any Transaction Document or any Loan Document; (e) Any failure by BLFC in the performance of any obligation with respect to the Guaranteed Obligations Credit Agreement or any part thereof other Loan Document; (f) Any change in the corporate existence, structure or ownership of BLFC, or any agreement relating thereto; (c) any waiver insolvency, bankruptcy, reorganization or other similar proceeding affecting BLFC or its assets or resulting release or discharge of any rightof the Guaranty Obligations; (g) Any other circumstance which might otherwise constitute a defense available to, power or remedy with respect to a discharge of, the Guaranteed Obligations Guarantor, BLFC or any part thereof or any agreement relating thereto; other Person (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, including any other guaranties with guarantor) that is a party to any document or instrument executed in respect of the Guaranty Obligations; (h) Any limitation of BLFC’s obligations pursuant to subsection 8.16(b) of the Guaranteed Obligations Credit Agreement; or (i) Any law, regulation, decree or order of any part thereofjurisdiction, or any other obligation event, affecting any term of any Person Guaranty Obligations or the Administrative Agent’s or the Lenders’ rights with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; : (fA) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (B) a declaration of banking moratorium or any suspension of payments received from by banks in such jurisdiction or the imposition by such jurisdiction or any source governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the Borrower of any assets or their use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in each of the cases contemplated in clauses (A) through (D) above, to the payment extent occurring or existing on or at any time after the date of this Guaranty). The obligations of the Guarantor under this Guaranty shall not be affected by the amount of credit extended to BLFC, any repayment by BLFC to the Administrative Agent or the Lenders (in each case, other than the Guaranteed full and final payment of all of the Guaranty Obligations), allocation by the Administrative Agent or the Lenders of any repayment, any compromise or discharge of the Guaranty Obligations, any part thereof application, release or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part substitution of collateral or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership other security therefore, release of any Borrower or the insolvencyguarantor, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation surety or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required person obligated in connection with any document or instrument executed in respect of the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any BorrowerGuaranty Obligations, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar further advances to any BLFC. Without limiting the generality of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower the Guarantor guarantees that it shall have had notice or knowledge pay the Administrative Agent strictly in accordance with the express terms of any act document or omission referred to in the foregoing clauses (a) through (k) of this paragraphagreement evidencing any Guaranty Obligation. It is agreed the intent of this Section 3 that each Borrower Guarantor's liability the Guaranty Obligations hereunder is several are and independent of shall be irrevocable, continuing, absolute and unconditional under any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersall circumstances.

Guaranty Absolute. This guaranty Each of the Guarantors guarantees that the Guaranteed Obligations and the Australian Borrower guarantees that the European Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent, any Issuing Bank or any Lender with respect thereto, including, without limitation, any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation or UK Guaranteed Obligation, other than strictly in accordance with the terms of this Credit Agreement (such as by the tender of a currency other than as provided in Section 5.13 or that restricts the procurement of such currency by the Borrowers or the Guarantors), or (b) any agreement, whether or not signed by or on behalf of any Agent, any Issuing Bank or the Lenders, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is a guaranty stated to cause or permit the discharge of the Obligations prior to the final payment and not in full of collection, is a primary obligation the Obligations in the currency required by Section 5.13 in strict accordance with this Credit Agreement. The liability of each Guarantor under this Guaranty with regard to the Guaranteed Obligations of each Borrower Guarantor and not one of surety, and the validity and enforceability liability of the Australian Borrower under this guaranty Guaranty with regard to the European Guaranteed Obligations of the UK Borrower shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of authorization, modification execution, validity or renewal enforceability or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations and the European Guaranteed Obligations, as the case may be), or any other obligation, agreement or instrument relating thereto (it being agreed by each Guarantor and the Australian Borrower that the Guaranteed Obligations and the European Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent's, any Issuing Bank's or any Lender's exercise or enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or substitutions for, the Guaranteed Obligations or any part thereof the European Guaranteed Obligations, as the case may be, or any agreement relating thereto at any time; (b) any failure or omission to enforce any rightpower, power right or remedy with respect to any of the Obligations or the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be, including (i) any part thereof suspension of any Agent's, any Issuing Bank's or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect Lender's right to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, enforce against any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity Borrower of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the European Guaranteed Obligations, as the case may be, or (ii) any part thereof change in the time, manner or amounts which are not covered by place of payment of, or in any other term of, all or any of the Guaranteed Obligations of such Borrower or the European Guaranteed Obligations of the UK Borrower or any other amendment or waiver of or any consent to departure from this guaranty even though Credit Agreement or the Administrative Agent other Loan Documents (with regard to such Guaranteed Obligations and the Lenders might lawfully have elected to apply such payments to European Guaranteed Obligations) or any part other agreement or all instrument governing or evidencing any of the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to amounts which are not covered by this departure from any other guaranty; , for all or any of the Guaranteed Obligations of such Borrower or the European Guaranteed Obligations of the UK Borrower; (d) any change in ownership of such Borrower; (e) any acceptance of any partial payment(s) from such Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, examiner or trustee for all or any part of any Borrower's assets; (g) any change assignment, participation or other transfer, in whole or in part, of any Agent's, any Issuing Bank's or any Lender's interest in and rights under this Credit Agreement or any other Loan Document, or of any Agent's, any Issuing Bank's or any Lender's interest in the ownership Obligations or the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be; (i) any Agent's, any Issuing Bank's or any Lender's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Borrower in respect of its or the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations or the European Guaranteed Obligations, as the case may be, is rescinded or must otherwise be returned by any Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or any other change in the legal status reorganization, examination of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower The Guarantor and not one of surety, and guarantees that the validity and enforceability of this guaranty Liabilities shall be paid strictly in accordance with the terms of the Transactions regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto. The liability of the Guarantor under this Guaranty is absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extensionchange in the time, modification manner or renewal place of payment, of or in any terms of, all or indulgence with respect toany of the Transaction Documents or Liabilities, or substitutions for, the Guaranteed Obligations any other amendment or waiver of or any part thereof consent to departure from any of the terms of any Transaction Document or any agreement relating thereto at any timeLiability; (b) any failure release or omission amendment or waiver of, or consent to enforce departure from, any rightother guaranty or support document, power or remedy with respect to the Guaranteed Obligations or any part thereof exchange, release or nonperfection of any security or collateral, for all or any agreement relating theretoof the Transaction Documents or Liabilities; (c) any waiver present or future law, regulation or order of any rightjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, power amend, restructure or remedy with respect to otherwise affect any term of any Transaction Document or Liability; (d) without being limited by the Guaranteed Obligations foregoing, any lack of validity or enforceability of any Transaction Document or Liability or any part thereof or failure to receive any agreement governmental approval relating thereto; (de) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereofdefense whatsoever that might constitute a defense available to, or any other obligation of any Person with respect to discharge of, the Guaranteed Obligations Counterparty or any part thereof; a guarantor (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result the bankruptcy or, reorganization of a Country Risk Event; the Counterparty). If any guarantor (fincluding the Guarantor) has provided or hereafter provides you with any guaranty or security for the application of payments received from any source to transactions between the payment of obligations Bank and the Counterparty, other than the Guaranteed Obligationsthis Guaranty, any part thereof such guaranty or amounts which are security shall not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part be changed, modified or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or affected in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain whatsoever by this Guaranty. In furtherance and not in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any limitation of the foregoing, which could constitute a defense to a guarantor; all whether if any guarantor has provided or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in hereafter provides the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of Bank with any other guaranties guaranty or other obligations at any time security with a limitation in effect with respect amount, this Guaranty shall be in addition to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may shall not be enforced regardless of the existence, validity, enforcement or non-enforcement of any reduced by such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenderslimit.

Guaranty Absolute. This guaranty is a guaranty of payment The Guarantor hereby agrees, as the principal obligor and not as a guarantor or surety only, to indemnify and save harmless the Agent that the Indemnified Obligations will be paid strictly in accordance with the terms of collection, is a primary obligation of each Borrower Guarantor and not one of surety, the Credit Agreement and the validity and enforceability other Transaction Documents. The guarantees provided by the Guarantor in the Limited Guaranty are in no way conditioned upon any requirement that Agent or any Lender first attempt to collect any payment from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of the Borrower, Agent, or any Lender in favor of any CURO Entity or the Borrower, as the case may be, or any other Person or other means obtaining payment hereunder. The liability of the Guarantor under this guaranty Limited Guaranty shall be absolute absolute, irrevocable and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity, modification regularity or renewal of, or indulgence with respect to, or substitutions for, enforceability of the Guaranteed Obligations Credit Agreement or any part thereof or any agreement relating thereto at any time; other Transaction Document; (b) any lack of validity, regularity or enforceability of this Limited Guaranty; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Transaction Document; (d) any exchange, release or non-perfection of any security interest in any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; (e) any failure on the part of the Agent or omission any other Person to enforce exercise, or any rightdelay in exercising, power any right under the Credit Agreement or remedy any other Transaction Document; or (f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower, the Guarantor or any other guarantor with respect to the Guaranteed Indemnified Obligations (including, without limitation, all defenses based on suretyship or any part thereof or any agreement relating thereto; (c) any waiver impairment of any rightthe Collateral, power or remedy with respect and all defenses that Borrower may assert to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity repayment of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating theretoIndemnified Obligations, including, without limitation, as a result failure of a Country Risk Event; (f) consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction, and usury, other than, in each case, any defense that the application of payments received from any source to the payment of obligations Indemnified Obligations have been paid in full in cash other than the Guaranteed Obligationscontingent indemnification obligations for which demand has not been made), any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent Limited Guaranty and the Lenders might lawfully have elected to apply such payments to any part or all obligations of the Guaranteed Obligations or to amounts which are not covered by Guarantor under this guaranty; (g) any change in the ownership of any Limited Guaranty. The Guarantor hereby agrees that if Borrower or the insolvency, bankruptcy or any other change in the legal status guarantor of any Borrower; (h) the change in all or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due a portion of the Guaranteed Obligations; (i) Indemnified Obligations is the failure subject of a bankruptcy case under any Insolvency Law, it will not assert the Company pendency of such case or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute order entered therein as a defense to a guarantor; all whether the timely payment of the Indemnified Obligations. The Guarantor hereby waives notice of or not such Borrower Guarantor shall have had notice or knowledge proof of any act or omission referred to in reliance by the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations Agent or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existenceLender upon this Limited Guaranty, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersIndemnified Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (as to Borrower only) in reliance upon this Limited Guaranty.

Guaranty Absolute. This guaranty is a guaranty Each Guarantor guarantees that the Liabilities shall be paid and performed strictly in accordance with the terms of payment and not of collection, is a primary obligation the Loan Documents. The liability of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty shall be Guaranty is absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extensionchange in the time, modification manner or renewal place of payment of, or indulgence with respect toin any other term of, all or any of the Liabilities, the Loan Documents, or substitutions for, the Guaranteed Obligations any other amendment or waiver of or any part thereof consent to departure from any of the terms of the Liabilities or any agreement relating thereto at Loan Document including, without limitation, any timeincrease or decrease in the rate of interest thereon; (b) any failure release or omission amendment or waiver of, or consent to enforce departure from, any rightother guaranty or support document, power or remedy with respect to the Guaranteed Obligations or any part thereof exchange, release or non-perfection of any collateral, for all or any agreement relating theretoof the Liabilities or the Loan Documents; (c) any waiver present or future law, regulation or order of any rightjurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, power amend, restructure or remedy otherwise affect any term of any of the Liabilities or the Loan Documents; (d) without being limited by the foregoing, any lack of validity or enforceability of any of the Liabilities or the Loan Documents; and (e) any other setoff, defense, or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) or circumstance whatsoever with respect to the Guaranteed Obligations Liabilities or the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a Guarantor; and each Guarantor irrevocably waives the right to assert such defenses, set-offs or counterclaims in any part thereof litigation or other proceeding relating to the Liabilities, the Loan Documents or the transactions contemplated thereby. To the fullest extent permitted by law, each Guarantor hereby expressly waives any agreement relating thereto; and all rights or defenses arising by reasons of (dA) any release, surrender, compromise, settlement, waiver, subordination “one action” or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts “anti-deficiency” law which are not covered by this guaranty even though would otherwise prevent the Administrative Agent and or any Secured Party from bringing any action, including any claim for a deficiency, or exercising any other right or remedy (including any right of set-off), against a Guarantor before or after the Lenders might lawfully have elected to apply Administrative Agent’s or such payments to any part Secured Party’s commencement or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership completion of any Borrower foreclosure action, whether judicially, by exercise of power of sale or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyotherwise, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (kB) any other circumstances, whether or not similar to any of the foregoing, law which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at way would otherwise require any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless election of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment remedies by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersor any Secured Party.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor the Company and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such 91 100 payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Subsidiary Borrower or the insolvency, bankruptcy or any other change in the legal status of any Subsidiary Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Subsidiary Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Subsidiary Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor the Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantorthe Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantorthe Company's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Subsidiary Borrower of the Guaranteed Obligations in the manner agreed upon between the Subsidiary Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The Guarantor guarantees that the ------------------ Guaranteed Obligations will be paid strictly in accordance with the terms of payment and not the documents evidencing the same, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of each Borrower such terms or the rights of the Bank with respect thereto. The liability of the Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective ofin accordance with its terms and shall remain in full force and effect without regard to, and shall not be impaired released, suspended, discharged, terminated or otherwise affected by by, any circumstance or occurrence whatsoever, including, without limitation, the following (whether or not the Guarantor consents thereto or has notice thereof): (i) any change in the amount, interest rate or due date or other term of any Guaranteed Obligations, or (ii) any change in the time, place or manner of payment of all or any portion of the following: Guaranteed Obligations, or (aiii) any extension, modification amendment or renewal waiver of, or consent to the departure from or other indulgence with respect to, or substitutions forthe Reimbursement Agreement, the Guaranteed Obligations Related Documents (as defined in the Reimbursement Agreement) or any part thereof other document or instrument evidencing any Guaranteed Obligations, or (iv) any renewal, extension, addition, or supplement to, or deletion from, or any agreement other action or inaction under or in respect of, the Reimbursement Agreement, the Related Documents or any other documents, instruments or agreements relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof 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 Reimbursement Agreement, the Related Documents, or any other document, instrument or agreement relating thereto; referred to therein or evidencing any Guaranteed Obligations or any assignment or transfer of any of the foregoing; (c) any waiver furnishing to the Bank of any rightadditional security for the Guaranteed Obligations, power or remedy 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 Obligations, or any part thereof subordination of the payment of the Guaranteed Obligations to the payment of any other liability of the Lessee; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Guarantor or the Lessee or any agreement relating thereto; other Person (d) as defined in the Reimbursement Agreement), or any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties 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 lien on any collateral securing any of the Guaranteed Obligations or Obligations; (g) any part thereof, application of sums paid by the Lessee or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity liabilities of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source Lessee to the payment Bank, regardless of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all what liabilities of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; Lessee remain unpaid; (h) any defect, limitation or insufficiency in the change in or borrowing power of the imposition of any law, decree, regulation or other governmental act which does or might impair, delay Lessee or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; exercise thereof; (i) any act or failure to act by the failure of Bank which may adversely affect the Company or any other Borrower Guarantor's subrogation rights, if any, against the Lessee to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or recover payments made under this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; Guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, circumstance which could might otherwise constitute a defense to available to, or a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in discharge of, the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty The liability of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of under this guaranty Guaranty shall be absolute and unconditional irrespective ofunconditional, and shall not be impaired limited, lessened or affected discharged by any act, on the part of the following: Beneficiary or matter or thing irrespective of, without limitation: (a) any extensionincapacity or disability or lack or limitation of status or power of Sellers or that Sellers may not be legal entities; (b) the bankruptcy or insolvency of Sellers; (c) any law, modification regulation or renewal order now or hereafter in effect in any jurisdiction affecting any of the Guaranteed Obligations or the rights of the Beneficiary with respect thereto; (d) any lack of validity or enforceability of the Transaction Agreements; (e) any discontinuance of or any reduction, increase or other variation of credit granted to Sellers or any change in the time, manner or place of payment of or in any other term of, all or indulgence with respect to, or substitutions for, any of the Guaranteed Obligations or any part thereof other amendment, modification, extension, renewal or waiver of or any agreement relating thereto consent to or other acquiescence in the departure from the terms of the Transaction Agreements, regardless of whether this Guaranty is in effect at any such time; or (bf) any failure change in the name, constitution or omission capacity of Sellers, or any Seller being merged with another corporation, in which case this Guaranty shall apply to the liabilities of the resulting corporation, and the term “Seller” shall include such resulting corporation; save due performance by Sellers or Guarantor. Any account settled or stated by or between the Beneficiary and Sellers shall be accepted by Guarantor in the absence of manifest error, as conclusive evidence that the balance or amount thereof thereby appearing due by Sellers to the Beneficiary, is so due. The obligations of Guarantor hereunder are several and are primary obligations for which Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty except as expressly contained herein. It shall not be necessary for the Beneficiary, in order to enforce payment or performance (when applicable) by Guarantor under this Guaranty, to exhaust any rightof its remedies or recourse against Sellers, power any other guarantor, or remedy any other person liable for the payment or performance when due and shall apply regardless of whether recovery of all such Guaranteed Obligations may be discharged or uncollectible in any bankruptcy, insolvency or other proceeding, or be otherwise unenforceable. A separate action or actions may be brought and prosecuted against Guarantor with respect to the Guaranteed Obligations whether action is brought against the Sellers or whether the Sellers be joined in any part thereof such action or any agreement relating theretoactions; provided, however, that except for the defenses of (ci) any waiver lack of any rightauthority, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (dii) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without failure of consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; and (eiii) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, discharge as a result of a Country Risk Event; (f) the application bankruptcy, Guarantor reserves all defenses and limitations of payments received from any source to the payment liability of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change Sellers in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersTransaction Agreements.

Guaranty Absolute. This guaranty is a guaranty of payment Each Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than Payment In Full, subject however to Section 6 hereof), reduction by setoff or counterclaim, or recoupment whatsoever (all of collectionwhich are hereby expressly waived by it to the fullest extent permitted by law), is a primary obligation whether by reason of each Borrower Guarantor and not one any claim of suretyany character whatsoever, and the including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and Guaranty shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation obligations of any Person with respect to the Guaranteed Obligations or any part person thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of obligations indebtedness other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Guaranty even though the Administrative Agent and the Lenders Guaranteed Parties might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the of ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the any change in in, or the imposition of of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any Borrower to take any other Borrower to action, or maintain in full force, validity or effect or to obtain or renew when required all governmental and any other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyconsents, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guarantyGuaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, Borrower or any other Person guarantor in connection herewith or an with any unrelated transaction; or (k) the Guaranteed Parties’ election, in any other circumstancescase or proceeding instituted under Chapter 11 of the Bankruptcy Code, whether of the application of Section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or not similar to grant of a security interest by any Borrower, as debtor in possession, under Section 363 of the Bankruptcy Code; (m) the disallowance of all or any portion of any of the foregoingGuaranteed Parties’ claims for repayment of the Guaranteed Obligations under Section 502 or 506 of the Bankruptcy Code; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of any Guarantor from its obligations hereunder (other than Payment In Full, which could constitute a defense subject however to a guarantor; Section 6 hereof), all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kn) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between among the Borrower Guaranteed Parties and the Borrowers. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor guarantees that it shall pay the Administrative Agent strictly in accordance with the express terms of any document or agreement evidencing any Guaranteed Obligations, including in the amounts and in the Lenderscurrency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where any Borrower or Guarantor is principally located in effect from time to time, or any order, decree or regulation in the jurisdiction where any Borrower or Guarantor is principally located. In furtherance of the foregoing and not in limitation of any other right that the Guaranteed Parties have at law or in equity against any Guarantor by virtue hereof, upon the failure of the US Borrower to pay any Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Lenders in cash the amount of such unpaid Guaranteed Obligations upon demand by the Administrative Agent. Upon payment by any Guarantor of any sums to the Administrative Agent as provided in this Section 3, all rights of such Guarantor against the US Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Section 5 and Section 22 hereof.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary Subject to the limitations on the maximum obligation of the Louisiana Regulated Entities set forth in Section 2, each Borrower Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, the Secured Cash Management Agreements and not one of suretythe Secured Hedge Agreements, as applicable, without set-off or counterclaim, and regardless of any applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the validity and enforceability rights of the Guaranteed Parties with respect thereto. The liability of each Guarantor under this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity or enforceability of any provision of any Loan Document, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations any Secured Cash Management Agreement or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without considerationSecured Hedge Agreement, any other guaranties with respect agreement or instrument relating to any of the Guaranteed Obligations foregoing or any part thereof, avoidance or any other obligation subordination of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; Obligations; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (gb) any change in the ownership time, manner or place of any Borrower or the insolvencypayment of, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect other term of, or any increase in the validityamount of, enforceability all or the payment when due any of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith amendment or an unrelated transaction; waiver of any term of, or (k) any other circumstancesconsent to departure from any requirement of, whether or not similar to any of the foregoingLoan Documents, which could constitute a defense to a guarantor; all whether the Secured Cash Management Agreements or not such Borrower Guarantor shall have had notice the Secured Hedge Agreements; (c) any exchange, release or knowledge non-perfection of any act Lien on any Collateral or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent other security for, or any release of any other guaranties Loan Party or amendment or waiver of any term of any other obligations at guaranty of, or any time in effect consent to departure from any requirement of any other guaranty of, all or any of the Guaranteed Obligations; (d) the absence of any attempt to collect any of the Guaranteed Obligations from Borrower or from any other Loan Party or any other action to enforce the same or the election of any remedy by any of the Guaranteed Parties; (e) any waiver, consent, extension, forbearance or granting of any indulgence by any of the Guaranteed Parties with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law other Loan Document, any Secured Cash Management Agreement or regulation purporting any Secured Hedge Agreement (except to prohibit payment the extent any written waiver, consent, forbearance or indulgence executed in accordance with such Loan Document, such Secured Cash Management Agreement or such Secured Hedge Agreement, as applicable, expressly modifies or terminates the obligations of such Guarantor); (f) the election by any Borrower of the Guaranteed Obligations Parties in any Insolvency Proceeding; (g) any borrowing or grant of a security interest by Borrower, as debtor-in-possession, under any Debtor Relief Law; or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Borrower, any Guarantor or any other Loan Party other than payment or performance of the manner agreed upon between the Borrower and the Administrative Agent and the LendersGuaranteed Obligations.

Guaranty Absolute. 2.1 This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of suretyAgreement shall be deemed accepted by the Investor upon receipt, and the validity Guarantor's obligations under this Agreement are effective immediately and enforceability are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by the Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by the Guarantor. 2.2 The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Preference Shares Designation, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Investor with respect thereto. The Guarantor agrees that the Guarantor's obligations under this guaranty shall be absolute and unconditional irrespective of, and Agreement shall not be released, diminished, or impaired or affected by by, and waives any of rights which the following: Guarantor might otherwise have which relate to: (a) Any lack of validity or enforceability of the Guaranteed Obligations, the Preference Shares Designation, or any other agreement or instrument relating thereto; (b) Any increase, reduction, extension, modification or renewal ofrearrangement of the Guaranteed Obligations, any amendment, supplement, or indulgence with respect toother modification of the Preference Shares Designation, any waiver or consent granted under the Preference Shares Designation, including waivers of the payment of the Guaranteed Obligations, or substitutions forany sale, assignment, delegation, or other transfer of the Guaranteed Obligations or the Preference Shares Designation or the securities sold thereunder; (c) Any grant of any security or support for the Guaranteed Obligations, including any pledge of collateral for the Guaranteed Obligations or any part thereof person guaranteeing or otherwise becoming liable for the payment of the Guaranteed Obligations; (d) Any impairment of any agreement relating thereto at security or support for the Guaranteed Obligations, including any time; (b) full or partial release, exchange, subordination, or waste of any failure or omission to enforce any right, power or remedy with respect to collateral for the Guaranteed Obligations or any part thereof full or any agreement relating thereto; (c) any waiver partial release of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without considerationKafus, any other guaranties with respect to the Guaranteed Obligations or any part thereofGuarantor, or any other obligation Person liable for the payment of the Guaranteed Obligations; (e) Any change in the organization or structure of Kafus, any Guarantor, or any other Person liable for the payment of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of Kafus or any other Person liable for the payment of the Guaranteed Obligations; (f) The failure to apply or any manner of applying payments or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations; (g) The failure to give notice of the occurrence of any of the events or actions referred to in this Section 2.2 or notice of any default or event of default, however denominated, under the Preference Shares Designation, notice of intent to accelerate, notice of acceleration, notice of presentment for payment, notice of nonpayment, notice of protest, notice of grace, notice of dishonor, notice of bringing of action to enforce the payment of the Guaranteed Obligations, notice of any sale or foreclosure of any collateral for the Guaranteed Obligations, notice of any transfer of the Guaranteed Obligations, notice of the transfer of this Agreement, notice of the financial condition of or other circumstances regarding Kafus, any Guarantor, or any other Person with respect liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations Obligations; or (h) Any other action taken or any part thereof; (e) omitted which affects the enforceability Guaranteed Obligations, whether or validity of not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof--it is the unambiguous and unequivocal intention of the Guarantor that the Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or any part thereof omission whatsoever, whether contemplated or the genuinenessuncontemplated, enforceability and whether or validity of any agreement relating thereto, including, without limitationnot particularly described herein. 2.3 This Agreement shall continue to be effective or be reinstated, as a result of a Country Risk Event; (f) the application of payments case may be, if any payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Investor must refund any payment received from any source to the payment of obligations other than against the Guaranteed Obligations, any part thereof or amounts which are not covered prior release from the terms of this Agreement given to the Guarantor by the Investor shall be without effect, and this guaranty even though Agreement shall be reinstated in full force and effect. It is the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all intention of the Guaranteed Obligations or to amounts which are Guarantor that the Guarantor's obligations hereunder shall not covered be discharged except by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the final payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not merely one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties with -37- Vectren Utility Holdings, Inc. Note Purchase Agreement respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders holders of Notes might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower the Company or the insolvency, bankruptcy or any other change in the legal status of any Borrowerthe Company; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of any Guarantor or the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company any Guarantor may have at any time against any Borrower, the Company or any other Person in connection herewith or an unrelated transaction; or (k) without limiting the foregoing, all defenses based on suretyship or impairment of collateral; or (l) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor, including all defenses based on suretyship or impairment of collateral; all whether or not such Borrower any Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (kl) of this paragraphSection. It is agreed that each Borrower Guarantor's ’s liability hereunder under this Section 18 is several and independent of any other guaranties or other obligations not arising under this Section 18 at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement non‑enforcement of any such other guaranties or other obligations not arising under this Section 18 or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower the Company of the Guaranteed Obligations in the manner agreed upon between by the Borrower Company and the Administrative Agent and the Lendersholders of Notes.

Guaranty Absolute. This guaranty Each of the Guarantors guarantees that the Guaranteed Obligations and the Australian Borrower guarantees that the UK Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent, any Issuing Bank or any Lender with respect thereto, including, without limitation, any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Guaranteed Obligation or UK Guaranteed Obligation, other than strictly in accordance with the terms of this Credit Agreement (such as by the tender of a currency other than as provided in Section 5.13 or that restricts the procurement of such currency by the Borrowers or the Guarantors), or (b) any agreement, whether or not signed by or on behalf of any Agent, any Issuing Bank or the Lenders, in connection with the restructuring or rescheduling of public or private obligations in any Borrower's country, whether or not such agreement is a guaranty stated to cause or permit the discharge of the Obligations prior to the final payment and not in full of collection, is a primary obligation the Obligations in the currency required by Section 5.13 in strict accordance with this Credit Agreement. The liability of each Guarantor under this Guaranty with regard to the Guaranteed Obligations of each Borrower Guarantor and not one of surety, and the validity and enforceability liability of the Australian Borrower under this guaranty Guaranty with regard to the UK Guaranteed Obligations of the UK Borrower shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of authorization, modification execution, validity or renewal enforceability or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement and any amendment hereof (with regard to such Guaranteed Obligations and the UK Guaranteed Obligations, as the case may be), or any other obligation, agreement or instrument relating thereto (it being agreed by each Guarantor and the Australian Borrower that the Guaranteed Obligations and the UK Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) any Agent's, any Issuing Bank's or any Lender's exercise or enforcement of, or indulgence with respect tofailure or delay in exercising or enforcing, legal proceedings to collect the Obligations or substitutions for, the Guaranteed Obligations or any part thereof the UK Guaranteed Obligations, as the case may be, or any agreement relating thereto at any time; (b) any failure or omission to enforce any rightpower, power right or remedy with respect to any of the Obligations or the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, including (i) any part thereof suspension of any Agent's, any Issuing Bank's or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect Lender's right to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, enforce against any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity Borrower of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the UK Guaranteed Obligations, as the case may be, or (ii) any part thereof change in the time, manner or amounts which are not covered by place of payment of, or in any other term of, all or any of the Guaranteed Obligations of such Borrower or the UK Guaranteed Obligations of the UK Borrower or any other amendment or waiver of or any consent to departure from this guaranty even though Credit Agreement or the Administrative Agent other Loan Documents (with regard to such Guaranteed Obligations and the Lenders might lawfully have elected to apply such payments to UK Guaranteed Obligations) or any part other agreement or all instrument governing or evidencing any of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be; (c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to amounts which are not covered by this departure from any other guaranty; , for all or any of the Guaranteed Obligations of such Borrower or the UK Guaranteed Obligations of the UK Borrower; (d) any change in ownership of such Borrower; (e) any acceptance of any partial payment(s) from such Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, examiner or trustee for all or any part of any Borrower's assets; (g) any change assignment, participation or other transfer, in whole or in part, of any Agent's, any Issuing Bank's or any Lender's interest in and rights under this Credit Agreement or any other Loan Document, or of any Agent's, any Issuing Bank's or any Lender's interest in the ownership Obligations or the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be; (i) any Agent's, any Issuing Bank's or any Lender's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to the Obligations or the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be; or (j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, such Borrower in respect of its or the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations or the UK Guaranteed Obligations, as the case may be, is rescinded or must otherwise be returned by any Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or any other change in the legal status reorganization, examination of any Borrower; (h) the change in Borrower or the imposition of any lawotherwise, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the all as though such payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower the Parent Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any the Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower the Parent Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower the Parent Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement non‑enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty Section 2.1. In the event that one or more other parties guarantees all or part of payment and the Guaranteed Obligations, such other guarantees shall not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, reduce any Guarantor’s obligations hereunder and the validity and enforceability Guarantor shall remain fully liable for all of the Guaranteed Obligations. Section 2.2. There are no conditions precedent to the enforcement of this guaranty shall be absolute and unconditional irrespective ofAgreement, and except as expressly contained herein. It shall not be impaired or affected necessary for the Agent, in order to enforce payment by any Guarantor under this Agreement, to show proof of any default by the Borrower, to exhaust the Agent’s remedies against the Borrower or any other person liable for the payment of the following: Guaranteed Obligations, to enforce any support for the payment of the Guaranteed Obligations, or to enforce any other means of obtaining payment of the Guaranteed Obligations. Neither the Agent nor any Beneficiary shall be required to mitigate damages or take any other action to reduce, collect, or enforce the Guaranteed Obligations. Section 2.3. Each Guarantor agrees that such Guarantor’s obligations under this Agreement shall not be released, diminished, or impaired by, and waives any rights which such Guarantor might otherwise have which relate to: (a) any extension, modification Any lack of validity or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver enforceability of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof Credit Document, or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part other agreement or all instrument relating thereto; (b) Any increase, reduction, extension, or rearrangement of the Guaranteed Obligations Obligations, any amendment, supplement, or to amounts which are not covered by this guaranty; other modification of the Credit Documents, or any waiver or consent granted under the Credit Documents, including waivers of the payment and performance of the Guaranteed Obligations; (gc) Any release, exchange, subordination, waste, or other impairment of any collateral securing payment of the Guaranteed Obligations; (d) Any full or partial release of the Borrower, any guarantor, or any other person liable for the payment of the Guaranteed Obligations; (e) Any change in the ownership organization or structure of the Borrower, any Borrower or the insolvencyguarantor, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or person liable for the payment when due of the Guaranteed Obligations; (i) or the failure insolvency, bankruptcy, liquidation, or dissolution of the Company Borrower or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with person liable for the payment of the Guaranteed Obligations Obligations; (f) The failure to apply or any manner of applying payments or the proceeds of any collateral against the Guaranteed Obligations; (g) The failure to give notice of the occurrence of any of the events or actions referred to in this guarantySection 2.3, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of sale or foreclosure of any collateral for the Guaranteed Obligations, notice of the Agent’s or any Beneficiary’s transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding the Borrower or any other person liable for the Guaranteed Obligations, or to take any other action required in connection with the performance notice of all obligations pursuant any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a “Debtor” as defined in Section 9-102(28) of the Uniform Commercial Code in effect in the State of New York from time to time for the purpose of notices required to be given to a Debtor thereunder, should such section apply); and (h) Any other action taken or this guaranty; (j) omitted which affects the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstancesGuaranteed Obligations, whether or not similar such action or omission prejudices any Guarantor or increases the likelihood that any Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof—it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any of the foregoingoccurrence, which could constitute a defense to a guarantor; all circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersparticularly described herein.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable 138 68208499_3 law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This The Guarantors guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof and of the Notes, and the Bankers' Acceptances regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto to the extent permitted by law. The guaranty provided by each Guarantor hereunder is a guaranty of payment and not merely of collection. Each Guarantor's Guaranteed Obligations are independent of, is a primary obligation and separate from, the Obligations of the Borrowers and the Guaranteed Obligations of the other Guarantors, and shall not be released by, but shall survive as if the same have not been made, any and all payments by any obligor of the Obligations or Guaranteed Obligations or the application of any proceeds from or collateral security for the Obligations or Guaranteed Obligations until all of such obligations are fully paid and finally discharged. The liability of each Borrower Guarantor and not one under this Guaranty with regard to the Guaranteed Obligations of suretythe Borrowers shall, and to the validity and enforceability of this guaranty shall extent permitted by law, be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: : (a) any extensionlack of validity or enforceability of this Credit Agreement with respect to the Borrowers (with regard to such Guaranteed Obligations), modification or renewal ofthe Notes of the Borrowers, or indulgence with respect to, any other agreement or substitutions for, the Guaranteed Obligations or any part thereof or any agreement instrument relating thereto at any time; thereto; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term, power or remedy with respect to the Guaranteed Obligations of, all or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof other amendment or waiver of or any consent to departure from any of the genuinenessterms of the Loan Documents; (c) any exchange, enforceability release or validity of any agreement relating thereto, including, without limitation, as a result nonperfection of a Country Risk Event; (f) the application lien on any collateral, or any release or amendment or waiver of payments received or consent to departure from any source to the payment of obligations other than the Guaranteed Obligationsguaranty, for all or any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; of the Borrowers; (gd) any change in the ownership of the Borrowers; (e) any Borrower acceptance of any partial payment(s) from the Borrowers; or (f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrowers in respect of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Lenders upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Borrowers or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. 2.1 This guaranty is a guaranty Agreement shall be deemed accepted by the Agent for the benefit of payment itself and not of collection, is a primary obligation of each Borrower Guarantor and not one of suretythe Banks upon receipt, and the validity obligations of the Guarantors under this Agreement are effective immediately and enforceability are continuing and cover all Guaranteed Obligations arising prior to and after the date hereof. This Agreement may not be revoked by any Guarantor and shall continue to be effective with respect to Guaranteed Obligations arising or created after any attempted revocation by any Guarantor. 2.2 Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Credit Agreement and the other Credit Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Banks with respect thereto. Each Guarantor agrees that such Guarantor's obligations under this guaranty shall be absolute and unconditional irrespective of, and Agreement shall not be released, diminished, or impaired or affected by by, and waives any of the following: rights which such Guarantor might otherwise have which relate to: (a) Any lack of validity or enforceability of the Guaranteed Obligations, any Credit Document, or any other agreement or instrument relating thereto; any increase, reduction, extension, modification or renewal ofrearrangement of the Guaranteed Obligations; any amendment, supplement, or indulgence with respect toother modification of the Credit Documents; any waiver or consent granted under the Credit Documents, including waivers of the payment and performance of the Guaranteed Obligations; or any sale, assignment, delegation, or substitutions for, other transfer of the Guaranteed Obligations or the Credit Documents; (b) Any grant of any security or support for the Guaranteed Obligations or any part thereof impairment of any security or support for the Guaranteed Obligations, including any full or partial release of the Borrower, any Guarantor, or any agreement relating thereto at other Person liable for the payment or performance of the Guaranteed Obligations; any timechange in the organization or structure of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; or the insolvency, bankruptcy, liquidation, or dissolution of the Borrower, any Guarantor, or any other Person liable for the payment or performance of the Guaranteed Obligations; (bc) The manner of applying payments on the Guaranteed Obligations or the proceeds of any security or support for the Guaranteed Obligations against the Guaranteed Obligations; (d) The failure to give notice of the occurrence of any of the events or omission actions referred to in this Section 2.2, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of action to enforce the payment or performance of the Guaranteed Obligations, notice of any rightsale or foreclosure of any collateral for the Guaranteed Obligations, power notice of any transfer of the Guaranteed Obligations, notice of the financial condition of or remedy with respect other circumstances regarding the Borrower, any Guarantor, or any other Person liable for the Guaranteed Obligations, or any other notice of any kind relating to the Guaranteed Obligations (and the parties intend that no Guarantor shall be considered a "Debtor" as defined in Section 9.105 of the Texas Business and Commerce Code for the purpose of notices required to be given to a Debtor thereunder); or (e) Any other action taken or omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices any part thereof Guarantor or increases the likelihood that any agreement relating thereto; (c) any waiver of any right, power or remedy with respect Guarantor will be required to pay the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect pursuant to the terms hereof--it is the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations or when due, notwithstanding any part thereofoccurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not particularly described herein. 2.3 This Agreement shall continue to be effective or be reinstated, as the case may be, if any other obligation of any Person with respect to payment on the Guaranteed Obligations must be refunded for any reason including any bankruptcy proceeding. In the event that the Agent or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or Bank must refund any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments payment received from any source to the payment of obligations other than against the Guaranteed Obligations, any part thereof or amounts which are not covered by prior release from the terms of this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments Agreement given to any part or all Guarantor by the Agent shall be without effect, and this Agreement shall be reinstated in full force and effect. It is the intention of each Guarantor that such Guarantor's obligations hereunder shall not be discharged except by final payment of the Guaranteed Obligations. (a) Each Guarantor is a Subsidiary of the Borrower and receives and, because of its ownership by the Borrower, expects to continue to receive business opportunities, financial support, and management support from the Borrower. Each Guarantor has agreed to enter into this Agreement so that the Borrower can receive the benefits of the Guaranteed Obligations and continue to provide these services to such Guarantor. (b) In consummating the transactions contemplated by the Credit Documents, no Guarantor intends to disturb, delay, hinder, or to amounts which are not covered by this guaranty; (g) any change in defraud either present or future creditors of such Guarantor. Each Guarantor is familiar with, and has independently reviewed books and records regarding, the ownership financial condition of any the Borrower or and is familiar with the insolvency, bankruptcy or any other change in value of the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or security and support for the payment when due and performance of the Guaranteed Obligations; (i) . Based upon such examination, and taking into account the failure fairly discounted value of such Guarantor's contingent obligations under this Agreement and the value of the Company subrogation and contribution claims such Guarantor could make in connection with this Agreement, and assuming each of the transactions contemplated by the Credit Documents is consummated and the Borrower makes full use of the credit facilities thereunder, the present realizable fair market value of the assets of such Guarantor exceeds the total obligations of such Guarantor, and such Guarantor is able to realize upon its assets and pay its obligations as such obligations mature in the normal course of business. (c) If notwithstanding the foregoing it is judicially determined with respect to any Guarantor that entering into this Agreement would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, then such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law. (d) Each Guarantor agrees that each Guarantor shall have rights of contribution and subrogation against each other Borrower Guarantor with respect to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required any payments made in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the LendersObligations.

Guaranty Absolute. This guaranty Guaranty is a guaranty guarantee of payment and not of collection, is a primary obligation of each Borrower Guarantor the Parent and not merely one of surety, and the validity and enforceability of this guaranty Guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by by, any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions substitution for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating theretothereto or with respect to any collateral; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral, any other guaranties Guaranty with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability enforceability, legality or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability enforceability, legality or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Eventthereto or with respect to any collateral; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty Article XII even though the Administrative Agent and the Lenders or any other Lender Party might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyArticle XII; (g) any change in the ownership corporate existence or structure of the Borrower or any Borrower other Loan Party or the insolvency, bankruptcy or any other change in the legal status of the Borrower or any Borrowerother Loan Party; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company Borrower or any other Borrower Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guarantyArticle XII, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guarantyArticle XII; (j) the existence of any claim, defense, deduction, recoupment, setoff or other rights which the Company Parent may have at any time against any the Borrower, any other Loan Party or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstancescircumstance, whether or not similar to any of the foregoing, which could constitute a defense to a guarantorguarantor (including all defenses based on suretyship or impairment of collateral); all whether or not such Borrower Guarantor the Parent shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection. It is agreed that each Borrower Guarantor's the Parent’s liability hereunder is several and independent of any other guaranties Guaranty or other obligations not arising under this Article XII at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's the Parent’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties Guaranty or other obligations not arising under this Article XII or any provision of any applicable law or regulation Law purporting to prohibit payment by the Borrower or any Borrower other Loan Party of the Guaranteed Obligations in the manner agreed upon between by the Borrower and the other Loan Parties and the Administrative Agent or any other Lender Party. This Guaranty is continuing, and the Lendersshall remain in effect until all Obligations have been paid in full. The Parent hereby waives any right to revoke this Guaranty as to any future transaction giving rise to any Obligation.

Guaranty Absolute. This guaranty is a guaranty Guarantor agrees that the validity of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, this Guaranty and the validity and enforceability obligations of this guaranty Guarantor hereunder shall in no way be absolute and unconditional irrespective ofterminated, and shall not be affected or impaired (a) by reason of the assertion by Lender of any rights or affected by remedies which it may have under or with respect to any of the following: (a) Loan Documents, against any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any timeperson obligated thereunder; (b) by reason of any failure to file or omission record any of such instruments or to enforce take or perfect any right, power or remedy with respect security intended to the Guaranteed Obligations or any part thereof or any agreement relating theretobe provided thereby; (c) any waiver by reason of the release or exchange of any right, power collateral covered by the Security Instrument or remedy with respect to other collateral for the Guaranteed Obligations or any part thereof or any agreement relating theretoDebt; (d) any releaseby reason of Lender's failure to exercise, surrender, compromise, settlement, waiver, subordination or modification, with or without considerationdelay in exercising, any other guaranties with such right or remedy or any right or remedy Lender may have hereunder or in respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereofthis Guaranty; (e) the enforceability or validity by reason of the Guaranteed Obligations commencement of a case under the Bankruptcy Code (hereafter defined) by or against any part thereof person obligated under the Note or the genuinenessother Loan ​ Documents, enforceability or validity the death or dissolution of any agreement relating thereto, including, without limitation, as a result of a Country Risk EventGuarantor; or (f) by reason of any payment made on the application Debt, whether made by Borrower or Guarantor or any other person, which is required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no payment so refunded shall be considered as a payment of payments received from any source portion of the Debt, nor shall it have the effect of reducing the liability of Guarantor hereunder. It is further understood, that if Borrower shall have taken advantage of, or be subject to the payment of obligations other than the Guaranteed Obligationsprotection of, any part thereof provision in the Bankruptcy Code, the effect of which is to prevent or amounts delay Lender from taking any remedial action against Borrower, including the exercise of any option Lender has to declare the Debt due and payable on the happening of any default or event by which are not covered by this guaranty even though under the Administrative Agent terms of the Note or the other Loan Documents the Debt shall become due and payable, Lender may, as against Guarantor, nevertheless, declare the Lenders might lawfully have elected to apply such payments to Debt due and payable and enforce any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental its rights and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time remedies against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersprovided for herein.

Guaranty Absolute. This guaranty is a guaranty The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of payment and not this Agreement, regardless of collectionany law, is a primary obligation regulation or order now or hereafter in effect in any jurisdiction affecting any of each Borrower Guarantor and not one such terms or the rights of suretythe Administrative Agent or the Lenders with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the validity and enforceability Company to enforce this Guaranty, irrespective of whether any action is brought against the Subsidiary Borrower or whether the Subsidiary Borrower is joined in any such action or actions. The liability of the Company under this guaranty Guaranty shall be irrevocable, absolute and unconditional irrespective of, and shall not be impaired the Company hereby irrevocably waives any defenses it may now or affected by hereafter have in any way relating to, any or all of the following: : (a) any extension, modification lack of validity or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof enforceability of this Agreement or any agreement or instrument relating thereto at any time; thereto; (b) any failure change in the time, manner or omission to enforce place of payment of, or in any rightother term of, power all or remedy with respect to any of the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereofObligations, or any other obligation amendment or waiver of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating theretoconsent to departure from this Agreement, including, without limitation, as a result any increase in the Guaranteed Obligations resulting from the extension of a Country Risk Event; additional credit to the Subsidiary Borrower or otherwise; (fc) the application any taking, exchange, release or non-perfection of payments received any collateral, or any taking, release or amendment or waiver of or consent to departure from any source to the payment other guaranty, for all or any of obligations other than the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of the Subsidiary Borrower; or (e) any other circumstance (including, without limitation, any part thereof statute of limitations) or amounts which are not covered any existence of or reliance on any representation by this guaranty even though the Administrative Agent and or any Lender that might otherwise constitute a defense available to, or a discharge of, the Lenders might lawfully have elected Company, the Subsidiary Borrower or any other guarantor or surety. This Guaranty shall continue to apply such payments to be effective or be reinstated, as the case may be, if at any part or all time any payment of any of the Guaranteed Obligations is rescinded or to amounts which are not covered must otherwise be returned by this guaranty; (g) the Administrative Agent or any change in the ownership of any Borrower or Lender upon the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due reorganization of the Guaranteed Obligations; (i) the failure of the Company Subsidiary Borrower or any other Borrower to maintain in full forceotherwise, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or as though such payment had not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lendersbeen made.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guarantyGuaranty; (g) any change in the ownership of any Borrower or the insolvency, bankruptcy or any other change in the legal status of any Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which the Company may have at any time against any Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraphSection 11.03. It is agreed that each Borrower Guarantor's ’s liability 67484784_12 hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower Borrowers and the Administrative Agent and the Lenders.

Guaranty Absolute. This guaranty is a guaranty of payment and not of collection, is a primary obligation of each Borrower Guarantor and not one of surety, and the validity and enforceability of this guaranty shall be absolute and unconditional irrespective of, and shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (c) any waiver of any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any Person with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto, including, without limitation, as a result of a Country Risk Event; (f) the application of payments received from any source to the payment of obligations other than the Guaranteed Obligations, any part thereof or amounts which are not covered by this guaranty even though the Administrative Agent and the Lenders might lawfully have elected to apply such payments to any part or all of the Guaranteed Obligations or to amounts which are not covered by this guaranty; (g) any change in the ownership of any the Borrower or the insolvency, bankruptcy or any other change in the legal status of any the Borrower; (h) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (i) the failure of the Company or any other Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of any claim, setoff or other rights which 90242432_2 the Company may have at any time against any the Borrower, or any other Person in connection herewith or an unrelated transaction; or (k) any other circumstances, whether or not similar to any of the foregoing, which could constitute a defense to a guarantor; all whether or not such Borrower Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (k) of this paragraph. It is agreed that each Borrower Guarantor's ’s liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Obligations or any part thereof and that each Borrower Guarantor's ’s liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any the Borrower of the Guaranteed Obligations in the manner agreed upon between the Borrower and the Administrative Agent and the Lenders.