Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Guaranty are absolute and unconditional 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 Agent or any Noteholder under its Notes or the IndentureLender with respect thereto. The obligations of the Guarantor Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any Designated Subsidiary under or in respect of the Indenture this Agreement and the Notes or any other document or agreementNotes, and a separate action or actions may be brought and prosecuted against the Guarantor Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against the Issuer any Borrower or whether the Issuer any Borrower is joined in any such action or actions. The liability of the Guarantor Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor Company hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of this Agreement or the Notes, or any of the Transaction Documentsother agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Designated Subsidiary under this Agreement or entity under or in respect of the Transaction DocumentsNotes, or any other amendment or waiver of or any consent to departure from this Agreement or any Transaction DocumentNote, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result additional credit to any Designated Subsidiary or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture its Subsidiaries or otherwise; (vc) any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viid) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Designated Subsidiary or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantorits Subsidiaries; (viiie) any failure of the Trustee Agent or any Lender to disclose to the Guarantor Company or any Designated Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any Designated Subsidiary now or in the Issuer future known to the Agent or any of its Subsidiaries such Lender, as the case may be (the Guarantor hereby Company waiving any duty on the part of the Trustee Agent or any Noteholders the Lenders to disclose such information);; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee Agent or any Noteholder Lender that might otherwise constitute a defense available to, or a discharge of, the Issuer any Designated Subsidiary or the Guarantor Company or any other party; or (xi) any claim of set-off guarantor or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder the Agent or any other person or entity Lender upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that a Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after such Company's financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot such Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to any Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to any Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries Issuer or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuancesthe extension of additional credit, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2018 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2018 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2018 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2018 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2018 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2018 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under the Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or not the IndentureCompany has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by Laurus to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party’s liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofCompany, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2021 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2021 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2021 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2021 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2021 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2021 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (aSubject to Section 5(c) The Guarantor’s obligations under this Guaranty are absolute hereof, each of the ------------------ undersigned jointly and unconditional severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of "continuing guaranty" which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after ▇▇▇▇▇▇'s financial condition or ability to pay its Notes lawful debts when they fall due has deteriorated, whether or the Indenturenot Debtor has properly authorized incurring such additional indebtedness. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by ▇▇▇▇▇▇ to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Guarantor Documents. The liability of each of the undersigned under or in respect of this Guaranty are independent shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and the Notes Documents or any other document instruments or agreementagreements relating to the Obligations or any assignment or transfer of any thereof, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ib) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of the Transaction Documents; any thereof, (iic) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer furnishing of any amount payable additional security to Laurus or its assignees or any acceptance thereof or any release of any security by it Laurus or its assignees, (d) any limitation on any party's liability or obligation under the Indenture and Documents or any other documents, instruments or agreements relating to the Notes; Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofDebtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing, (f) any exchange, release or any other obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations, or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer undersigned. Any amounts due from the undersigned to Laurus shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Guarantor not allowed or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2022 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2022 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2022 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2022 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2022 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2022 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 any Noteholder under its Notes or the IndentureBeneficiary with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuerof, but related to, the IssuerCounterparty’s Subsidiaries or obligations under the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against one or more of the Issuer parties constituting Counterparty or whether one or more of the Issuer parties constituting Counterparty is joined in any such action or actions. The Notwithstanding any provision to the contrary contained herein, Guarantor’s liability of the Guarantor under this Guaranty hereunder shall be irrevocable, absolute and unconditional irrespective ofis specifically limited to payment obligations as expressly set forth in Section 1 above, and the in no event shall Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit be liable for the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision consequential, exemplary, equitable, loss of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the timeprofits, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documentspunitive, or any other amendment special or waiver of or any consent to departure from any Transaction Documentindirect damages, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver ofcosts, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) fees. 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 Noteholder Beneficiary or any other person or entity Person upon the insolvency, bankruptcy or reorganization of one or more of the Issuer parties constituting Counterparty or the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Subject to Section 1, the Guarantor guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or 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 any Noteholder under its Notes of the Guaranteed Parties with respect thereto. (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Indenture. The Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other of the Borrower, and the obligations of the IssuerOriginators, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture Servicer and the Notes or any other document or agreementPerson (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) or whether the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of, or in any consent to a departure from the terms of, the Loan Agreement or any other term ofBasic Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise; (ii) any sale, taking, exchange, release, surrender, or realization upon any property at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any other obligations lien in any such property, or delay in the perfection of any other person or entity under or in respect of the Transaction Documentssuch lien, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to a departure fromfrom the terms of, any guaranty for all or any part of the Guaranteed Obligations; (iii) any exercise or failure to exercise any rights against the Borrower or any other guaranty Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or agreement similar compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in function respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to this Guaranty, for all or any of the obligations of the Issuer under the Indenture Guaranteed Obligations, or the Notes; (vi) any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of any Noteholder; the Borrower; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer Borrower; or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or the Issuer obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or any other party; or (xi) any claim impairing or releasing the obligations of set-off or other right which the Guarantor may have at hereunder, apply any time against the Issuer sums by whomsoever paid or the Trustee, whether in connection with this transaction or with howsoever realized to any unrelated transactionGuaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (bf) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned part of said amount by reason of any Noteholder judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other person settlement or entity compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy or reorganization of the Issuer notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Guaranteed Parties hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Guaranteed Parties.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2040 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2040 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2040 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2040 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2040 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2040 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional undersigned guarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement, the other Loan Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureBorrower with respect thereto. The obligations undersigned hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Borrower will contract additional indebtedness for which the undersigned may be liable hereunder after ▇▇▇▇▇▇▇▇’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Borrower has properly authorized incurring such additional indebtedness. The undersigned acknowledges that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Borrower, have been made by Agent or any Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Borrower shall be governed solely by the provisions of the Guarantor Loan Agreement. The liability of the undersigned under or in respect of this Guaranty are independent shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of the Guaranteed Obligations or addition, consent or supplement to or deletion from or any other obligations of the Issuer, the Issuer’s Subsidiaries action or the Guarantor’s Subsidiaries inaction under or in respect of the Indenture and Loan Agreement or the Notes other Loan Documents or any other document instruments or agreement, and a separate action agreements relating to the Obligations or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective any assignment or transfer of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: thereof; (ib) any lack of validity or enforceability of any Loan Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof; (c) any furnishing of any additional security to Agent for the ratable benefit of the Transaction Documents; Lenders or its assignees or any acceptance thereof or any release of any security by Agent or its assignees; (iid) any provision of applicable Law limitation on any party’s liability or regulation purporting obligation under Loan Agreement or the other Loan Documents or any other documents, instruments or agreements relating to prohibit the payment by the Issuer Obligations or any assignment or transfer of any amount payable by it under the Indenture and the Notes; thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof; (iiie) any provision of applicable Law bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or regulation purporting other like proceeding relating to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofBorrower, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any other term ofsuch proceeding, all whether or not the undersigned shall have notice or knowledge of any of the Guaranteed Obligations foregoing; (f) any exchange, release or any other obligations nonperfection of any other person or entity under or in respect of the Transaction Documentscollateral, or any other release, or amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantysecurity, for all or any of the obligations of the Issuer under the Indenture Obligations; or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer or undersigned. Any amounts due from the Guarantor undersigned to Agent or any other party; or (xi) any claim Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations of setBorrower to Lenders under the Loan Agreement. Obligations include post-off petition interest whether or other right which the Guarantor may have at any time against the Issuer not allowed or the Trustee, whether in connection with this transaction or with any unrelated transactionallowable. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. The liability of Guarantor under this Guaranty shall be absolute and unconditional, and shall not be limited, lessened or discharged by any act on the part of the Beneficiary or matter or thing irrespective of, without limitation: (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless any incapacity or disability or lack or limitation of status or power of Seller or that Seller may not be a legal entity; (b) the bankruptcy or insolvency of Seller; (c) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms the Guaranteed Obligations or the rights of any Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in Beneficiary with respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:thereto; (id) any lack of validity or enforceability of any of the Transaction DocumentsAgreements; (iie) any provision discontinuance of applicable Law or regulation purporting any reduction, increase or other variation of credit granted to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law Seller or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documentsamendment, or any other amendment modification, extension, renewal or waiver of or any consent to or other acquiescence in the departure from any Transaction Document, including, without limitation, any increase in the obligations terms of the Issuer under the Indenture and the Notes as a result Transaction Agreements, regardless of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;whether this Guaranty is in effect at such time; or (vf) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposesconstitution or capacity of Seller, businessor Seller being merged with another entity, capital stock (including ownership thereof) or constitutive documents in which case this Guaranty shall apply to the liabilities of the Issuer resulting entity, and the term “Seller” shall include such resulting corporation; Any account settled or stated by or between the Guarantor; (viii) any failure Beneficiary and Seller shall be accepted by Guarantor in the absence of manifest error, as conclusive evidence that the Trustee to disclose balance or amount thereof thereby appearing due by Seller to the Beneficiary, is so due. The obligations of Guarantor any information relating hereunder are several and are primary obligations for which Guarantor is the principal obligor. There are no conditions precedent to the businessenforcement of this Guaranty except as expressly contained herein. It shall not be necessary for the Beneficiary, condition (financial in order to enforce payment or otherwise)performance by Guarantor under this Guaranty, operations, performance, properties or prospects of the Issuer or to exhaust any of its Subsidiaries (the Guarantor hereby waiving remedies or recourse against Seller, any duty on the part of the Trustee other guarantor, or any Noteholders to disclose such information); (ix) the failure of any other person liable for the payment or entity to execute performance when due and shall apply regardless of whether recovery of all such Guaranteed Obligations may be discharged or deliver uncollectible in any bankruptcy, insolvency or other guaranty proceeding, or agreement be otherwise unenforceable. A separate action or the release or reduction of liability of any other guarantor or surety actions may be brought and prosecuted against Guarantor with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time Guaranteed Obligations whether action is brought against the Issuer Seller or whether the TrusteeSeller be joined in any such action or actions; provided, whether however, that except for the defenses of (i) lack of authority, (ii) failure of consideration, and (iii) discharge as a result of bankruptcy, Guarantor reserves all defenses and limitations of liability of Seller in connection with this transaction or with any unrelated transactionthe Transaction Agreements. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 Administrative Agent, the Issuing Lender, the Swing Line Lender, any Noteholder under its Notes other Lender, any Banking Services Provider or the Indentureany Swap Counterparty with respect thereto but subject to Section 2(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes or connection with any other document or agreementHedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than satisfaction in full of all of the Guaranteed Obligations) it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any NoteholderGuarantor; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Secured Party to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or any of its Subsidiaries other Secured Party (the and each Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Secured Party to disclose such information); (ixg) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;otherwise; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Secured Party that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes the 2025 Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes 2025 Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the Notes2025 Notes or the Exchange Securities; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the 2025 Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of 2025 Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the Notes2025 Notes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2027 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2027 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2027 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2027 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2027 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2027 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2020 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed 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 Noteholder under its Notes the Agent or the IndentureLenders with respect thereto. The obligation of the Guarantor hereunder shall be to make prompt payment to the Agent, for the benefit of the Lenders, irrespective of any inability to convert any currency into the currency of payment of such Guaranteed Obligations, irrespective of any inability to transfer funds in the currency of payment of such Guaranteed Obligations to the place of payment therefor, it being the intent of this paragraph that the Guaranteed Obligations shall be absolute and unconditional under any and all circumstances. The obligations of the Guarantor under this Article IX are irrespective of the value, genuineness, validity, regularity or in respect enforceability of this Guaranty are independent any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations or Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of the Guaranteed Obligations), it being the intent of this Article IX that the obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Guarantor hereunder shall be absolute and unconditional under or in respect any and all circumstances. This is a Guarantee of the Indenture payment and the Notes or any other document or agreement, not of collection and is intended to be and shall be construed as a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actionscontinuing guarantee. The liability of the Guarantor under this Guaranty Article IX constitutes a primary obligation, and not a contract of surety, and shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) notice of the state of indebtedness of the Borrower under the Loans and assents to the release, substitution or variation of any lack collateral or other guarantee which may at any time be held as security for any Loans, all without relieving the Guarantor of validity any liability under this Agreement; (b) promptness, diligence, notice of acceptance of this Agreement and of any extension of any loan or enforceability other financial accommodation by the Lenders to the Borrower; (c) presentment and demand for payment of any of the Transaction DocumentsGuaranteed Obligations; (iid) any provision protest and notice of applicable Law dishonor or regulation purporting default to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in to any other term of, all or party with respect to any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;Obligations; and (ve) any taking, release or amendment or waiver of, or consent all other notices to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) might otherwise be entitled except as specifically herein provided. This Guaranty Article IX shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation is rescinded or must otherwise be returned by any Noteholder the Agent or the Lenders or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer Borrower, or the Guarantor any other Person, or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2014 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute and unconditional 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 Noteholder under its 2041 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2041 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2041 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2041 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2041 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2041 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2041 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2041 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2041 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2041 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2041 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2041 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Subject to Section 1, the Guarantor guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or 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 any Noteholder under its Notes of the Guaranteed Parties with respect thereto. (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Indenture. The Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other of the Borrower, and the obligations of the IssuerOriginators, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture Servicer and the Notes or any other document or agreementPerson (including any other guarantor under the Basic Documents), and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) or whether the Issuer Borrower or any other Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. . (d) The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations, any security therefor or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of, or in any consent to a departure from the terms of, the Loan Agreement or any other term ofBasic Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or otherwise; (ii) any sale, taking, exchange, release, surrender, or realization upon any property at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any other obligations lien in any such property, or delay in the perfection of any other person or entity under or in respect of the Transaction Documentssuch lien, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to a departure fromfrom the terms of, any guaranty for all or any part of the Guaranteed Obligations; (iii) any exercise or failure to exercise any rights against the Borrower or any other guaranty Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or agreement similar compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in function respect thereof; (v) any manner of application of Collateral, or proceeds thereof, to this Guaranty, for all or any of the obligations of the Issuer under the Indenture Guaranteed Obligations, or the Notes; (vi) any manner of sale or other disposition of any Collateral for all or any part of the Guaranteed Obligations or any other assets of any Noteholderthe Borrower; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor;Borrower; or (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or the Issuer obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or any other party; or (xi) any claim impairing or releasing the obligations of set-off or other right which the Guarantor may have at hereunder, apply any time against the Issuer sums by whomsoever paid or the Trustee, whether in connection with this transaction or with howsoever realized to any unrelated transactionGuaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (bf) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned part of said amount by reason of any Noteholder judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other person settlement or entity compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy or reorganization of the Issuer notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing any Guaranteed Obligation, and the Guarantor shall be and remain liable to the Guaranteed Parties hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Guaranteed Parties.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2016 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2017 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2020 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 any Noteholder Beneficiary with respect thereto but subject to Section 2(b) above. This is an absolute, continuing and unconditional guaranty of payment and not of collection and if at any time or from time to time there are no outstanding Guaranteed Obligations, the obligations of Guarantor with respect to any and all Guaranteed Obligations incurred thereafter shall not be affected; provided that after this Guaranty is terminated in accordance with Section 12 hereof, only the Parent’s indemnification obligations under its Notes or this Guaranty shall survive as provided in Section 9.07 of the IndentureCredit Agreement. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes connection with any Lender Hedging Agreement or any other document or agreementBanking Service Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or any other Person or whether the Issuer Borrower, Guarantor or any other Person is joined in any such action or actions. Any and all payments made by Guarantor hereunder of any Guaranteed Obligations shall be made without deduction (except for deductions made pursuant to Legal Requirement), set-off or counterclaim of any kind or withholding. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to a Lender Hedging Agreement with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viid) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof of its Subsidiaries or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiie) any failure of any Lender, the Trustee Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to the Borrower or Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, any Issuing Bank, any Lender or any of its Subsidiaries other Beneficiary (the and Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Beneficiary to disclose such information); (ixf) the failure any signature of any other person officer of the Borrower or entity to execute Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indentureotherwise; (xg) each right to which it may be entitled under Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code, Section 3.605 of the UCC, and Chapter 43 of the Texas Civil Practice and Remedies Code, as any or all of the same may be amended or construed from time to time, or the common law of the State of Texas at all relevant times; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the TrusteePerson, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstatedeach case, as the case may be, if at any time any other than payment of any in full of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Finance 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 Noteholder under its Notes or the IndentureSecured Party with respect thereto. The obligations Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, that the Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any other Obligor under or in respect of the Indenture and the Notes or any other document or agreementFinance Documents, and that a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Company or any other Obligor or whether the Issuer Company or any other Obligor is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives to the fullest extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsFinance Document or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of any other person or entity Obligor under or in respect of the Transaction Finance Documents, or any other amendment or waiver of or any consent to departure from any Transaction Finance Document, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result additional credit to any Obligor or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture its Subsidiaries or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Obligor under the Finance Documents or any other assets of any NoteholderObligor or any of its Subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Obligor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantorits Subsidiaries; (viiif) any failure of the Trustee any Secured Party to disclose to the Guarantor any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Obligor now or any of its Subsidiaries hereafter known to such Secured Party (the each Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Secured Parties to disclose such information); (ixg) the failure of any other person or entity Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Indenture;Guaranteed Obligations; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Secured Party that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor any Obligor or any other party; or (xi) any claim of set-off guarantor or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder Secured Party or any other person or entity Person upon the insolvency, bankruptcy or reorganization of the Issuer Company or the Guarantor any other Obligor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms each Purchase Order, 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 Noteholder under its Notes or the IndentureMTLM with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreementObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower or whether the Issuer Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) failure to consummate the transactions contemplated by the Rule 425 Proposal, removal of Esmark representatives from the Wheeling Board of Directors or lack of validity or enforceability of the documentation executed pursuant to the Rule 425 Proposal or any agreement or instrument relating thereto; (b) any lack of validity or enforceability of any of the Transaction DocumentsPurchase Order or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivc) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Transaction DocumentPurchase Order, including, without limitation, any increase in the obligations of Guaranteed Obligations resulting from the Issuer under amendment any Purchase Order or the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture extension thereof or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viid) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Wheeling or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information);Subsidiaries; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer Wheeling or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) 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 Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity MTLM upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor Wheeling or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (i) any lack of validity or enforceability of any of the Transaction Documents; ; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; ; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; ; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; ; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; ; (vi) any manner of sale or other disposition of any assets of any Noteholder; ; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; ; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.7

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2015 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2015 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2015 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2015 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2015 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2015 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2019 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 any Noteholder under its Notes or the IndentureBeneficiary with respect thereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes connection with any Lender Hedging Agreement or any other document or agreementBanking Service Obligations, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to a Lender Hedging Agreement with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of any Noteholderthe Loan Parties; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof of its Subsidiaries or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, any Issuing Bank, any Lender or any of its Subsidiaries other Beneficiary (the and each Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Beneficiary to disclose such information); (ixg) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;otherwise; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2017 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2034 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2034 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2034 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2034 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2034 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2034 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the Credit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureFinancial Institution with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture each and the Notes or any other document or agreementevery particular, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantyany other Obligor, irrespective or any other Person regardless of whether any action is brought against the Issuer other Obligor or whether the Issuer any other Person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any The lack of validity or enforceability of any unenforceability of the Transaction DocumentsGuaranteed Obligations or any Credit Document (other than this Guaranty against the Guarantor) for any reason whatsoever, including that the act of creating the Guaranteed Obligations is ultra vires, that the officers or representatives executing the documents ▇▇▇▇▇ing the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (iib) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any Any change in the time, manner manner, or place of payment of, or in any other term of, any of the Guaranteed Obligations, any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or 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; (c) Any release, exchange, subordination, waste, or other impairment (including negligent impairment) of any collateral securing payment of the Guaranteed Obligations; the failure of any Financial Institution or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of the collateral; the fact that any security interest, lien, or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other security interest, lien, or assignment; (d) Any full or partial release of any Obligor (other than the full or partial release of the Guarantor); (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidator or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Financial Institution's transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding any Obligor, or any other notice of any kind relating to the Guaranteed Obligations; (h) Any payment or grant of collateral by any Obligor to any Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason any Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations or any other obligations cease to exist by operation of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Documentlaw, including, without limitation, any increase in the obligations by way of the Issuer discharge, limitation or tolling thereof under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;applicable bankruptcy laws; and (vk) any taking, release or amendment or waiver of, or consent to departure from, any Any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that circumstances which might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligor (other than the discharge of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeGuarantor).

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 Administrative Agent, the Issuing Lender, the Swing Line Lender, any Noteholder under its Notes other Lender, any Banking Services Provider or the Indentureany Swap Counterparty with respect thereto but subject to Section 2(c) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes or connection with any other document or agreementHedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than satisfaction in full of all of the Guaranteed Obligations) it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any Noteholder;Guarantor; Exhibit C – Form of Amended and Restated Guaranty Agreement (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Secured Party to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or any of its Subsidiaries other Secured Party (the and each Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Secured Party to disclose such information); (ixg) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;otherwise; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Secured Party that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations 's obligation under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s 's Subsidiaries or the Guarantor’s 's Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result from the extension of further issuancesadditional credit, any rescheduling of the Issuer’s 's obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or; (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction; or (xi) any Inconvertibility Event or Expropriation Event, whether or not such event is known to the Guarantor or the Trustee. (bxii) 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2029 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2029 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2029 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2029 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2029 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2029 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes the Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the NotesNotes or the Exchange Securities; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the NotesNotes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2019 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s This Guaranty is an absolute, unconditional, continuing and unlimited guaranty of the full and punctual payment and performance by [Foreign Subsidiary] of its obligations under this Guaranty are absolute the Note and unconditional regardless not of their collectibility only and is in no way conditioned upon any law, regulation or order now or hereafter in effect in any jurisdiction affecting requirement that the Lender first attempt to collect any of such terms the obligations from [Foreign Subsidiary], or upon any other contingency whatsoever, and the rights Lender may proceed hereunder against the Guarantor in the first instance to collect the obligations under the Note when due, without first proceeding against [Foreign Subsidiary] or any other Person and without first resorting to any security or other means of any Noteholder under its Notes or the Indentureobtaining payment. The obligations of the Guarantor under hereunder are irrevocable, absolute and unconditional, irrespective of genuineness, validity, regularity or in respect of this Guaranty are independent enforceability of the Guaranteed Obligations obligations under the Note or any other obligations of the Issuercircumstance (except payment to, or express, written waiver, release or consent by, the Issuer’s Subsidiaries Lender) which might otherwise constitute a legal or the Guarantor’s Subsidiaries under equitable discharge of a surety or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actionsguarantor. The liability of the Guarantor under this Guaranty hereunder shall in no way be irrevocableaffected or impaired by any acceptance by the Lender of any direct or indirect security for, absolute and unconditional irrespective or other guaranties of, and the Guarantor hereby irrevocably waives obligations under the Note, or by any defenses it may now have failure, delay, neglect or hereafter acquire in any way relating to, any or all omission of the following: (i) Lender to realize upon or protect any lack of validity obligations or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law such other indebtedness, liability or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all obligation or any of the Guaranteed Obligations Note or other instruments evidencing the same or any direct or indirect security therefor, or by any approval, consent, waiver or other obligations of action taken or omitted to be taken by the Lender. Upon any other person or entity under or default by [Foreign Subsidiary] in respect the payment and performance of the Transaction Documentsobligations under the Note, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the liabilities and obligations of the Issuer under Guarantor hereunder shall become forthwith due and payable to the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Lender without demand or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition notice of any assets nature, all of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or which are expressly waived by the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation . Payments by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at be required by the Lender on any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionnumber of occasions. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2014 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Each Subsidiary Notes Guarantor guarantees that the Notes shall be paid or performed strictly in accordance with the terms of the Notes and this Guaranty are absolute and unconditional Indenture, 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 Noteholder under its Notes or the IndentureHolder with respect thereto. The obligations of the each Subsidiary Notes Guarantor under or in respect of this Guaranty its Subsidiary Notes Guarantee are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries Company under or in respect of the Indenture and the Notes or any other document or agreementand this Indenture, and a separate action or actions may be brought and prosecuted against the such Subsidiary Notes Guarantor to enforce this Guarantyits Subsidiary Notes Guarantee, irrespective of whether any action is brought against the Issuer Company or any other Subsidiary Notes Guarantor or whether the Issuer Company or any other Subsidiary Notes Guarantor is joined in any such action or actions. The liability of the each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the liability and obligations of such Subsidiary Notes Guarantor hereby irrevocably waives any defenses it may now have hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter acquire affected in any way relating to, any whole or all of the followingin part by: (ia) any lack of validity or enforceability of this Indenture or the Notes with respect to the Company or any of the Transaction DocumentsSubsidiary Notes Guarantor or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsIndenture Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Documentthis Indenture, including, without limitation, including any increase in the obligations Indenture Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Company or otherwise; (vc) the failure to give notice to the Subsidiary Notes Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguarantee, for all or any of the obligations Indenture Obligations; 100 90 (e) any failure, omission, delay by or inability on the part of the Issuer under Trustee or the Holders to assert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (vif) any manner change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Notes Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Notes Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Notes Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Notes Guarantor, or any of the assets of any Noteholderof them; (viig) the assignment of any changeright, restructuring title or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part interest of the Trustee or any Noteholders Holder in this Indenture or the Notes to disclose such information);any other Person; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xh) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Trustee or any Noteholder foregoing, that might otherwise constitute a defense available to, or a discharge of, the Issuer Company or a Subsidiary Notes Guarantor, other than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Notes Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Notes. The Subsidiary Notes Guarantee of each Subsidiary Notes Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Noteholder Holder or any other person or entity the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor Company or otherwise, all as though such payment had not been made.. Each Subsidiary Notes Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Notes Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Notes Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Notes Guarantor for the purpose of this Subsidiary Notes Guarantee. 101 91

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2017 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2017 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2017 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2017 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2017 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2017 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2025 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2025 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2025 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2025 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2025 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2025 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2024 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2024 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2024 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2024 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2024 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2024 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Guaranty are absolute Agreement and unconditional 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 any Noteholder under its Notes or the IndentureBank with respect thereto. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Guarantor of the Guaranteed Obligations. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries any Borrower under or in respect of the Indenture this Agreement and the Notes or any other document or agreementNotes, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer any Borrower or whether the Issuer any Borrower is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any provision of the Transaction Documentsthis Agreement or any Notes or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity Borrower under or in respect of this Agreement or the Transaction DocumentsNotes, or any other amendment or waiver of or any consent to departure from any Transaction Documentthis Agreement or the Notes, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer under the Indenture and the Notes as a result additional credit to any Borrower or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture its subsidiaries or otherwise; (vc) 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 or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement or the Notes or any other assets of any NoteholderBorrower or any of its subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantorits subsidiaries; (viiif) any failure of the Trustee Bank to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to the Issuer or any of its Subsidiaries Bank (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders Bank to disclose such information); (ixg) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any the Guarantor or other guarantor or surety with respect to the Indenture;Guaranteed Obligations; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Bank that might otherwise constitute a defense available to, or a discharge of, the Issuer any Borrower or the Guarantor or any other party; or (xi) any claim of set-off guarantor or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder the Bank or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor any Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its Notes the 2028 Notes, the Exchange Securities or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and Indenture, the Notes 2028 Notes, the Exchange Securities or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and Indenture, the Notes2028 Notes or the Exchange Securities; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and Indenture, the 2028 Notes or the Exchange Securities as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of 2028 Notes, the Exchange Securities, the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or Indenture, the Notes2028 Notes and the Exchange Securities; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Obligations will be performed in accordance with the terms of the 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 any Noteholder under its Notes the Beneficiary, the Guarantor, or the IndentureManager with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreementObligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Manager or whether the Issuer Manager is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, performance of all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwiseObligations; (vii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesObligations; (vi) any manner of sale or other disposition of any assets of any Noteholder; (viiiii) any change, restructuring or termination of the corporate limited liability company structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer Manager or the Guarantor, or any bankruptcy, insolvency, reorganization or other similar proceedings affecting the Manager, or the assets of the Manager; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that which might otherwise constitute a defense available to, or a discharge of, the Issuer Manager or a guarantor thereof; (v) any extension, indulgence or renewal with respect to any obligation of the Guarantor Manager under the Agreement; (vi) any modification of, or amendment or supplement to, the Agreement; (vii) any furnishing or acceptance of additional security or any other partyrelease of any security; or (xiviii) any claim of set-off waiver, compromise, consent or other right which the Guarantor may have at action or inaction, or any time against the Issuer exercise or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment non-exercise of any of right, remedy or power with respect to the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeManager.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute A. Each Guarantor jointly and unconditional severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Reimbursement 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 Lender with respect thereto. The liability of the Guarantors under this Guaranty shall be joint and several, and shall be primary, direct and immediate, and not conditional or contingent upon pursuit by Lender of any Noteholder under its Notes remedies it may have against Alexander's or the Indentureother Borrowers, or any subsequent obligors under the Reimbursement Agreement, any subsequent mortgagor under the Mortgage, any subsequent debtor under the Note and/or any other party with respect to any Reimbursement Document, whether pursuant to the terms thereof or by law or pursuant to any other security agreement or guaranty. Without limiting the generality of anything contained in this Guaranty, Lender shall not be required to make any demand on Alexander's or the other Borrowers, or the then obligors under the Reimbursement Agreement, the then mortgagors under the Mortgage, the then debtor under the Note and/or any of them or any other party, or exhaust its rights against any security for the performance of Alexander's or the other Borrowers' obligations under the Reimbursement Agreement, the mortgagor's obligations under the Mortgage or the debtor's obligations under the Note before, simultaneously with or after enforcing its rights and remedies hereunder against Guarantors. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreementObligations, and a separate action or actions may be brought and prosecuted against the each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer any other Guarantor or any Borrower or whether the Issuer any other Guarantor or any Borrower is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsReimbursement Document or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction DocumentsObligations, or any other amendment or waiver of or any consent to departure from any Transaction Reimbursement Document, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of the Issuer additional credit under the Indenture and Reimbursement Documents to the Notes as a result Borrowers or any of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture their Subsidiaries or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar given in function to this Guaranty, favor of the Lender by any other Guarantor for all or any of the obligations Guaranteed Obligations: (d) any manner of application of Collateral, or proceeds thereof, to all or any of the Issuer under the Indenture Guaranteed Obligations, or the Notes; (vi) any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other assets of the Borrowers or any Noteholderof their Subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrowers or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantortheir Subsidiaries; (viiif) the making by any failure or all of the Trustee to disclose to Borrowers of an assignment for the Guarantor benefit of creditors, the bankruptcy or insolvency of any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects all of the Issuer Borrowers, or any action taken by the Borrowers in any bankruptcy or insolvency proceeding, including, without limitation the disaffirmance of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information);Reimbursement Documents; or (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer Borrowers or a Guarantor. B. Without incurring responsibility to any Guarantor, and without impairing or releasing the obligations of any Guarantor or any other party; or to Lender, and without reducing the amount due under the terms of this Guaranty (xi) any claim except to the extent of set-off or other right which the Guarantor amounts actually paid to Lender), Lender may have at any time against and from time to time, without the Issuer consent of or notice to any Guarantor, upon any terms or conditions, and in whole or in part: (a) Upon an Event of Default, sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order, any property at any time pledged, mortgaged or in which a security interest is given to secure, or however securing, the Trustee, whether in connection with this transaction or with any unrelated transaction.Guaranteed Obligations: (b) Exercise or refrain from exercising any rights against the Borrowers or others (including Guarantor) or against any security for the Guaranteed Obligations or otherwise act or refrain from acting: (c) Settle or compromise any Guaranteed Obligations, whether in a proceeding or not, and whether voluntarily or involuntarily, or settle or compromise any liability incurred directly or indirectly in respect thereof or hereof, and subordinate the payment of all or any part thereof to the payment of any Guaranteed Obligations, whether or not due, to creditors of the Borrowers other than Lender and Guarantor; (d) Apply any sums it receives, by whomever paid or however realized, to any of the Guaranteed Obligations; (e) Add, release, settle, modify or discharge the obligation of and maker, endorser, guarantor, surety, obligor or any other party who is in any way obligated for any of the Guaranteed Obligations; (f) Accept any additional security for the Guaranteed Obligations; and/or (g) Take any other action which might constitute a defense available to, or a discharge of, any or all of the Borrowers or any other obligated party (including Guarantor) in respect of the Guaranteed Obligations. C. The invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any Reimbursement Document, or the impairment or loss of any security therefor, whether caused by any action or inaction of Lender or any Affiliate, except for gross negligence or willful misconduct, or otherwise, shall not affect, impair or be a defense to any of Guarantor's obligations under this Guaranty. D. Each Guarantor acknowledges that in executing and delivering this Guaranty, it has not been induced by and has not relied upon any representations, warranties or statements, whether oral or written, express or implied, made by Lender or any agent, employee or other representative of Lender, which are not expressly set forth on this Guaranty, including, without limitation any representations with respect to (i) the extension of credit; (ii) the intentions of Lender with respect to the enforcement of any document, including this Guaranty or any other Reimbursement Document or other instrument, evidencing or securing, in whole or in part, the Guaranteed Obligations: (iii) the financial condition of Lender, the Borrowers or any guarantor of any of the Guaranteed Obligations; (iv) the value of any collateral for any of the Guaranteed Obligations; or (v) the completeness or accuracy of any statement identifying or summarizing any of the documents evidencing or securing, in whole or in part, the Guaranteed Obligations. E. 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 Noteholder or any other person or entity Lender upon and in connection with the insolvency, bankruptcy or reorganization of any or all of the Issuer or the Guarantor or otherwiseBorrowers, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 any Noteholder under its Notes or the IndentureBeneficiary with respect thereto but subject to Section 2(b) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes connection with any Lender Hedging Agreement or any other document or agreementBanking Service Obligations, and a separate action or actions may be brought and prosecuted against the any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to a Lender Hedging Agreement with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to a Lender Hedging Agreement with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any Noteholderof its Subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof of its Subsidiaries or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, any Issuing Bank, any Lender or any of its Subsidiaries other Beneficiary (the and each Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Beneficiary to disclose such information); (ixg) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;otherwise; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Amended and Restated Guaranty are absolute and unconditional 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 Noteholder under its 2021 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Amended and Restated Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2021 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Amended and Restated Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Amended and Restated Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2021 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Amended and Restated Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2021 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2021 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Amended and Restated Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2021 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Amended and Restated 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 Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2019 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2019 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2019 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2019 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2019 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2019 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureLender with respect thereto. The obligations Guaranteed Obligations of the Guarantor Mettler-Toledo International under or in respect of this Guaranty are independent Guarant▇ ▇▇▇ ▇▇▇▇▇▇▇dent of the Guaranteed Obligations or of Mettler-Toledo International, as a Borrower hereunder, and any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ any Designated Borrower under or in respect of the Indenture and the Notes or any other document or agreementLoan Documents, and a separate action or actions may be brought and prosecuted against the Guarantor Mettler-Toledo International to enforce this Guaranty, irrespective of whether irres▇▇▇▇▇▇▇ ▇▇ ▇▇ether any action is brought against the Issuer Mettler-Toledo International, as a Borrower hereunder, or whether the Issuer any ▇▇▇▇▇▇▇▇▇▇ ▇▇▇rower is joined in any such action or actions. The liability This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by Mettler-Toledo International of the Guarantor Guaranteed Obligations. The ▇▇▇▇▇▇▇▇▇ ▇▇ Mettler-Toledo International under this Guaranty shall be irrevocablei▇▇▇▇▇▇▇▇▇▇, absolute ▇bsolute and unconditional irrespective of, and the Guarantor Mettler-Toledo International hereby irrevocably waives any setof▇▇, ▇▇▇▇▇▇▇▇▇▇ims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any of the Transaction DocumentsLoan Document or any agreement or instrument relating thereto; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations Obligations of Mettler-Toledo International, as a Borrower hereunder, or any other person or entity ▇▇▇▇▇▇▇▇▇▇ ▇orrower under or in respect of the Transaction Loan Documents, or any other amendment or waiver of or any consent to departure from any Transaction Loan Document, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to any Designated Borrower or any of the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Subsidiaries or otherwise; (vc) 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 or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any Obligations of Mettler-Toledo International, as a Borrower hereunder, or ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Borrower under the Loan Documents or any other assets of Mettler-Toledo International, as a Borrower hereunder, or an▇ ▇▇▇▇▇▇▇▇▇▇ ▇orrower or any Noteholderof their respective Subsidiaries; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor any Loan Party or any Subsidiary thereof of the Subsidiaries or any change in the nameinsolvency, purposesbankruptcy, business, capital stock (including ownership thereof) reorganization or constitutive documents other similar proceeding affecting any Designated Borrower or its assets or any resulting release or discharge of the Issuer or the Guarantorany Guaranteed Obligation; (viiif) the existence of any claim, set-off or other right which Mettler-Toledo International may have at any time against any ▇▇▇▇▇▇▇▇▇▇ ▇▇rrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Trustee any Lender to disclose to the Guarantor any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer any other Loan Party now or any of its Subsidiaries hereafter known to such Lender (the Guarantor hereby Mettler-Toledo International waiving any duty on the part of the Trustee or any Noteholders to disclose ▇▇▇▇▇▇▇ ▇▇ ▇▇sclose such information); (ixi) the failure of any other person or entity Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Indenture;Guaranteed Obligations; or (xj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Trustee or any Noteholder Lender that might otherwise constitute a legal or equitable defense available to, or a discharge of, Mettler-Toledo International, any Designated Borrower or sur▇▇▇ ▇▇▇▇▇ ▇▇▇▇ indefeasible payment in full in cash of the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) 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 Noteholder Lender or any other person or entity Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of the Issuer or the Guarantor any Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 Administrative Agent, the Issuing Lenders, any Noteholder under its Notes other Lender, any Banking Services Provider or the Indentureany Swap Counterparty with respect thereto but subject to Section 2(d) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes or connection with any other document or agreementHedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than satisfaction in full of all of the Guaranteed Obligations) it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any NoteholderGuarantor; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, the Issuing Lenders or any other Secured Party to disclose assert any claim or demand or to enforce any remedy with respect to all or any part of the Guarantor Guaranteed Obligations; (g) any information waiver or modification of or supplement to any provision of any agreement relating to the businessGuaranteed Obligations; (h) any action or failure to act by the Administrative Agent, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer Issuing Lenders or any of its Subsidiaries (the Guarantor hereby waiving Lender with respect to any duty on the collateral securing any part of the Trustee or any Noteholders to disclose such information)Guaranteed Obligations; (ixi) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indentureotherwise; (xj) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Guarantor or their assets or any resulting release or discharge of any obligation of any Guarantor; (k) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any other Guarantor, the Administrative Agent, the Issuing Lenders, any lender or any other person, whether in connection herewith or in any unrelated transactions; (l) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to the extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than payment in full of the Guaranteed Obligations); or (m) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Secured Party that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2016 Floating Rate Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Floating Rate Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Floating Rate Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Floating Rate Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Floating Rate Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Floating Rate Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations 's obligation under this Guaranty are absolute and unconditional 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 Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s 's Subsidiaries or the Guarantor’s 's Subsidiaries under or in respect of the Indenture and the Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iviii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the Notes as a result of further issuancesthe extension of additional credit, any rescheduling of the Issuer’s 's obligations under the Notes of the Indenture or otherwise; (viv) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (viv) any manner of sale or other disposition of any assets of any Noteholder; (viivi) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiivii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ixviii) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (xix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or; (xix) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction; or (xi) any Inconvertibility Event or Expropriation Event, whether or not such event is known to the Guarantor or the Trustee. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the 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 Administrative Agent, the Issuing Lender, the Swing Line Lender, any Noteholder under its Notes other Lender, any Banking Services Provider or the Indentureany Swap Counterparty with respect thereto but subject to Section 2(d) above. The obligations of the each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any other Person under the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under Credit Documents or in respect of the Indenture and the Notes or connection with any other document or agreementHedging Arrangement, and a separate action or actions may be brought and prosecuted against the a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer Borrower, any other Guarantor or any other Person or whether the Issuer Borrower, any other Guarantor or any other Person is joined in any such action or actions. The liability of the each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the each Guarantor hereby irrevocably waives waives, to the extent not prohibited by applicable law, any defenses (other than satisfaction in full of all of the Guaranteed Obligations) it may now have or hereafter acquire have in any way relating to, any or all of the following: (ia) any lack of validity or enforceability of any Credit Document or any agreement or instrument relating thereto or any part of the Transaction DocumentsGuaranteed Obligations being irrecoverable; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (ivb) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person Person under the Credit Documents or entity under any agreement or in respect of the Transaction Documentsinstrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Transaction DocumentCredit Document or any agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the obligations Guaranteed Obligations resulting from the extension of additional credit to the Issuer under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture Borrower or otherwise; (vc) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty or agreement similar in function to this Guarantyguaranty, for all or any of the obligations of the Issuer under the Indenture or the NotesGuaranteed Obligations; (vid) any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other obligations of any other Person under the Credit Documents or any other assets of the Borrower or any NoteholderGuarantor; (viie) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor Borrower or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viiif) any failure of any Lender, the Trustee Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Secured Party to disclose to the Borrower or any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Person now or in the Issuer future known to the Administrative Agent, the Issuing Lender, the Swing Line Lender, any Lender or any of its Subsidiaries other Secured Party (the and each Guarantor hereby waiving irrevocably waives any duty on the part of the Trustee or any Noteholders Secured Party to disclose such information); (ixg) the failure any signature of any other person officer of the Borrower or entity to execute any Guarantor being mechanically reproduced in facsimile or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture;otherwise; or (xh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder Secured Party that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Borrower, any Guarantor or any other party; or (xi) any claim of set-off guarantor, surety or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transactionPerson. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the Credit Documents, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the IndentureFinancial Institution with respect thereto. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture each and the Notes or any other document or agreementevery particular, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantyany other Obligor, irrespective or any other Person regardless of whether any action is brought against the Issuer other Obligor or whether the Issuer any other Person is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ia) any The lack of validity or enforceability of any unenforceability of the Transaction DocumentsGuaranteed Obligations or any Credit Document (other than this Guaranty against the Guarantor) for any reason whatsoever, including that the act of creating the Guaranteed Obligations is ultra vires, that the officers or representatives executing the documents c▇▇▇▇▇ng the Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations violate usury or other laws, or that any Obligor has defenses to the payment of the Guaranteed Obligations, including breach of warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and satisfaction; (iib) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any Any change in the time, manner manner, or place of payment of, or in any other term of, any of the Guaranteed Obligations, any increase, reduction, extension, or rearrangement of the Guaranteed Obligations, any amendment, supplement, or 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; (c) Any release, exchange, subordination, waste, or other impairment (including negligent impairment) of any collateral securing payment of the Guaranteed Obligations; the failure of any Financial Institution or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale, or other handling of the collateral; the fact that any security interest, lien, or assignment related to any collateral for the Guaranteed Obligations shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other security interest, lien, or assignment; (d) Any full or partial release of any Obligor (other than the full or partial release of the Guarantor); (e) The failure to apply or the manner of applying collateral or payments of the proceeds of collateral against the Guaranteed Obligations; (f) Any change in the organization or structure of any Obligor; any change in the shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any defense that may arise in connection with or as a result of any such insolvency, bankruptcy, liquidator or dissolution; (g) The failure to give notice of any extension of credit made by any Financial Institution to any Obligor, notice of acceptance of this Guaranty, notice of any amendment, supplement, or other modification of any Credit Document, notice of the execution of any document or agreement creating new Guaranteed Obligations, notice of any default or event of default, however denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest, notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice of bringing of suit, notice of any Financial Institution's transfer of the Guaranteed Obligations, notice of the financial condition of or other circumstances regarding any Obligor, or any other notice of any kind relating to the Guaranteed Obligations; (h) Any payment or grant of collateral by any Obligor to any Financial Institution being held to constitute a preference under bankruptcy laws, or for any reason any Financial Institution is required to refund such payment or release such collateral; (i) Any other action taken or omitted which affects the Guaranteed Obligations, whether or not such action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; (j) The fact that all or any of the Guaranteed Obligations or any other obligations cease to exist by operation of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Documentlaw, including, without limitation, any increase in the obligations by way of the Issuer discharge, limitation or tolling thereof under the Indenture and the Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the Notes of the Indenture or otherwise;applicable bankruptcy laws; and (vk) any taking, release or amendment or waiver of, or consent to departure from, any Any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that circumstances which might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligor (other than the discharge of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeGuarantor).

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2115 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2115 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2115 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2115 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2115 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2115 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2016 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2016 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2016 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2016 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2016 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations of the Property Guarantors under this Guaranty are absolute and unconditional regardless unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Documents, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any law, regulation other guaranty of or order now or hereafter in effect in security for any jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or the Loans, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5.2 that the obligations of the IssuerProperty Guarantors hereunder shall be absolute and unconditional under any and all circumstances and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not the Property Guarantors shall have any knowledge or notice thereof or shall consent thereto). In furtherance of the foregoing and without limiting the generality thereof, the Issuer’s Subsidiaries Property Guarantors agree as follows: (1) This Guaranty is a guaranty of payment and performance when due and not of collection. (2) The obligations of the Property Guarantors hereunder are independent of the obligations of Borrower, the Property Guarantors or the Guarantor’s Subsidiaries Top Tier Guarantors under or in respect the other Loan Documents to which they are a party (including but not limited to the Payment Guaranty) and the obligations of any other guarantor of the Indenture and obligations of Borrower under the Notes or any other document or agreementLoan Documents, and a separate action or actions may be brought and prosecuted against one or both of the Guarantor to enforce this Guaranty, irrespective of Property Guarantors whether or not any action is brought against Borrower, the Issuer other Property Guarantors, any Top Tier Guarantor or any of such other guarantors and whether the Issuer or not Borrower is joined in any such action or actions. The liability . (3) Payment, performance or completion by any of the Property Guarantors, or any other guarantor, of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Property Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid, performed or completed. Without limiting the generality of the foregoing, if Administrative Agent (or any of the Lenders) is awarded a judgment in any suit brought to enforce any Property Guarantor’s covenant to pay, perform or complete a portion of the Guaranteed Obligations, such judgment shall not be deemed to release any Property Guarantor under this Guaranty shall be irrevocablefrom its covenant to pay, absolute and unconditional irrespective ofperform or complete the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the Guarantor hereby irrevocably waives extent satisfied by any defenses it may now have such Property Guarantor, limit, affect, modify or hereafter acquire abridge any other Property Guarantor’s liability hereunder in any way relating to, any or all respect of the following:Guaranteed Obligations. (i4) any lack Administrative Agent on behalf of the Lenders (subject to the terms of the Loan Documents), upon such terms as they deem appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of any Property Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the Transaction rate of interest on, or otherwise change the time, place, manner or terms of payment or performance under the Loan Documents; , (ii) any provision of applicable Law settle, compromise, release or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment ofdischarge, or in accept or refuse any other term ofoffer of performance with respect to, all or any of substitutions for, the Guaranteed Obligations or any other obligations Loan Document and/or subordinate the payment of the same to the payment of any other person obligations, (iii) request and accept other guaranties of any of Borrower Party’s obligations under the Loan Documents and take and hold security for the payment or entity performance of this Guaranty or the Loan Documents, (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment or performance of any Borrower Party’s obligations under or in respect the Loan Documents, any other guaranties of the Transaction DocumentsDebt, or any other amendment obligation of any Person (including any other guarantor) with respect to the Debt, (v) enforce and apply any security now or waiver hereafter held by or for the benefit of Administrative Agent and the Lenders in respect of this Guaranty or the Debt and direct the order or manner of sale thereof, and to bid at any such sale, or exercise any other right or remedy that Administrative Agent or the Lenders may have against any such security, in each case as in its discretion may determine consistent with any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Property Guarantor against Borrower or any security for the Guaranteed Obligations, and (vi) exercise any other rights and remedies available to it under the Loan Documents. The Property Guarantors authorize Administrative Agent at any time in its discretion to direct the order and manner of any sale of all or any part of any security now or later held for the Guaranteed Obligations or this Guaranty, and to bid to at any such sale, to apply any payments or recoveries from Borrower, the Property Guarantors or any other source, and any proceeds of any security, to the Guaranteed Obligation in such manner, order and priority as Administrative Agent may elect (whether or not those obligations are guaranteed by this Guaranty or secured at the time of the application). Administrative Agent may take any of the foregoing actions upon any terms and conditions as Administrative Agent may elect, without giving notice to the Property Guarantors or obtaining the consent of the Property Guarantors and without affecting the liability of the Property Guarantors to departure from Administrative Agent or the Lenders. (5) Except as expressly provided in Sections 5.2(3) and 5.2(4), this Guaranty and the obligations of the Property Guarantors hereunder shall be valid and enforceable and shall not be subject to any Transaction Documentreduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Debt, together with all other amounts due to Administrative Agent, the Lenders and any Secured Hedge Banks under the Loan Documents and the termination of any remaining Commitments or performance in full of the Guaranteed Obligations), including, without limitation, the occurrence of any increase in the obligations of the Issuer following, whether or not the Property Guarantors shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Indenture and Loan Documents, at law, in equity or otherwise) with respect to the Notes as a result Guaranteed Obligations or the Loan Documents, or with respect to any other guaranty of further issuances, any rescheduling or security for the payment or performance of the Issuer’s obligations under Guaranteed Obligations or the Notes of the Indenture or otherwise; Loans; (vii) any takingrescission, release or waiver, amendment or waiver modification of, or any consent to departure from, any of the terms or provisions (including, without limitation, provisions relating to events of default) of the Loan Documents or of any other guaranty or security for the Guaranteed Obligations or the Debt, in each case whether or not in accordance with the terms of the Loan Documents or any agreement similar in function relating to such other guaranty or security; (iii) any Loan Document, at any time being found to be illegal, invalid or unenforceable with respect to any Borrower Party or Top Tier Guarantor; (iv) the application of payments received from any source (other than payments received pursuant to this GuarantyGuaranty or the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations or the Debt, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations or the Debt) to the payment of indebtedness other than the Debt, even though Administrative Agent and/or the Lenders might have elected to apply such payment to any part or all of the Debt; (v) Administrative Agent’s consent to the change, reorganization or termination of the ownership structure or existence of Borrower or any of its Affiliates and to any corresponding restructuring of the Debt, including, without limitation, the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Debt, including, without limitation, the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims that Borrower may assert against Administrative Agent or any of the obligations Lenders or any Secured Hedge Banks in respect of the Issuer Debt, including, without limitation, the failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, other than payment or performance of such obligations under the Indenture or Loan Documents to the Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change extent encompassed in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; Guaranteed Obligations; (viii) the acquisition or transfer of title to any failure Individual Property or other collateral for the Debt to Administrative Agent, any of the Trustee to disclose to the Guarantor Lenders, any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects Affiliate of the Issuer Lenders or any designee of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement Administrative Agent or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance Lenders (including, without limitation, any statute purchaser through foreclosure, deed in lieu or otherwise); (ix) any act or event which might otherwise discharge, reduce, limit or modify the Property Guarantors’ obligations under this Guaranty; (x) any waiver, extension, modification, forbearance, delay or other act or omission of limitations) Administrative Agent, the Lenders or any existence of Secured Hedge Banks, or reliance on any representation by their failure to proceed promptly or otherwise as against Borrower, the Trustee Property Guarantors or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other partysecurity; or (xi) any claim action, omission or circumstance which might increase the likelihood that the Property Guarantors may be called upon to perform under this Guaranty or which might affect the rights or remedies of set-off or other right which the Guarantor may have Property Guarantors as against Borrower; (xii) any dealings occurring at any time against between Borrower and Administrative Agent, the Issuer Lenders or the Trusteeany Secured Hedge Banks, whether relating to the Guaranteed Obligations or otherwise; and (xiii) any other act or thing or omission, or delay to do any other act or thing, which may or might in connection with this transaction any manner or with to any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, extent vary the risk of the Property Guarantors as the case may be, if at any time any payment of any an obligor in respect of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2023 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2023 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2023 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2023 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2023 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2023 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional 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 Noteholder under its 2020 Notes or the Indenture. The obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Indenture and the 2020 Notes or any other document or agreement, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Issuer or whether the Issuer is joined in any such action or actions. The liability of the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (i) any lack of validity or enforceability of any of the Transaction Documents; (ii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any other person or entity under or in respect of the Transaction Documents, or any other amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the obligations of the Issuer under the Indenture and the 2020 Notes as a result of further issuances, any rescheduling of the Issuer’s obligations under the 2020 Notes of the Indenture or otherwise; (v) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty or agreement similar in function to this Guaranty, for all or any of the obligations of the Issuer under the Indenture or the 2020 Notes; (vi) any manner of sale or other disposition of any assets of any Noteholder; (vii) any change, restructuring or termination of the corporate structure or existence of the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of the Issuer or the Guarantor; (viii) any failure of the Trustee to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty on the part of the Trustee or any Noteholders to disclose such information); (ix) the failure of any other person or entity to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to the Indenture; (x) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Noteholder that might otherwise constitute a defense available to, or a discharge of, the Issuer or the Guarantor or any other party; or (xi) any claim of set-off or other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Noteholder or any other person or entity upon the insolvency, bankruptcy or reorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not been made.