Common use of Unconditional Guaranty Clause in Contracts

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which the Administrative Agent or any other Lender Party may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, or any of the Obligations (or any other indebtedness owing by the Borrower to the Administrative Agent or any Lenderother Lender Party), or any Security, and no course of dealing of the Administrative Agent or any other Lender Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against the Administrative Agent or any Lenderother Lender Party, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any other Lender Party or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders any Lender Party may, from time to time, without notice to or the consent of any Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (viivi) Apply all monies received from Obligors or others, others to any one or from any Security for any more of the Obligations, Obligations as the Administrative Agent or Lenders the other Lender Parties may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderLender Party. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by the Administrative Agent or any other Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to the Administrative Agent or any Lenderother Lender Party. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever, other than the defense of payment having been made to the Lender Parties in accordance with this Guaranty or the Credit Agreement. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, the Administrative Agent or any other Lender Party. (vi) The fact that Guarantor the Guarantors may have incurred directly part of the Obligations or is are otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor the Borrower of the Obligations or the actual payment by the Guarantors under this Guaranty. (c) This is a guaranty The Administrative Agent, on behalf of payment and not of collection. Administrative Agent and Lenders any Lender Party, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance Person. The Administrative Agent, on behalf of any of the Obligations. Administrative Agent and Lenders Lender Party, may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Party shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lendersthe Lender Parties. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇mars▇▇▇▇ Security ▇▇▇urity or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No Until the applicable Release Date, no action which Administrative Agent or any Lender Noteholder may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofthis Guaranty, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower to Administrative Agent Company or any LenderGuarantor to Noteholder), or any Securitycollateral security granted to Noteholder in connection with any of the foregoing, and no course of dealing of Administrative Agent or any Lender Noteholder with any Obligor or any other Person, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements or duties hereunder, discharge, impair or otherwise affect this Guaranty in the obligations of Company and any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Securityhereunder and under the other Loan Documents. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders Noteholder may, from time to time, without notice to or the consent of Guarantorsuch Guarantor (in each case, except as expressly provided herein), do any or all of the following: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Documents other Loan Document and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, fail or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Documents.any Loan Document; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.Loan Document; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Dischargedischarge, release, substitute or add Obligors.; or (viivi) Apply in connection with the enforcement of Noteholder’s rights and remedies with respect to any Collateral, apply all monies received from Obligors any Obligor or others, or from any Security others for any of the Guaranteed Obligations, as Administrative Agent or Lenders Noteholder may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular ObligationsGuaranteed Obligation. (b) No Except for termination of any Guarantor’s obligations hereunder in accordance with the terms hereof, payment in full of the Guaranteed Obligations and/or as otherwise provided under applicable Law, no action or inaction of any Obligor or any other PersonPerson or any dispute and/or litigation among any Obligors, and no change of law or circumstances, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings proceeding involving any Obligor or any of the assets of any Obligor under laws for the protection of debtorsdebtors (or similar law), or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedingsproceeding. (ii) The failure by Administrative Agent or any Lender Noteholder to file or enforce a claim in any proceeding described in the immediately preceding subsection (iSection 2.2(b)(i) or to take any other action in any proceeding to which any Obligor is a partyproceeding. (iii) The release by operation of law of any Obligor from any of the Guaranteed Obligations or any other obligations to Administrative Agent or any LenderNoteholder. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations Guaranteed Obligations, this Guaranty or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Guaranteed Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Noteholder. (vi) The fact that Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than defense of payment of the actual payment and performance by Guarantor under this GuarantyGuaranteed Obligations. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Noteholder may invoke the benefits of this Guaranty before pursuing any remedies against any other Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative Agent and Lenders Noteholder may maintain an action against Guarantor on with respect to this Guaranty Article 2 without joining any other Obligor or any other Person therein and without bringing a separate action against any other ObligorObligor or any other Person. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Noteholder is required to refund such any payment of any portion of the Guaranteed Obligations to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Noteholder shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty Article 2 shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 2.3 prior to any such required payment or payments by Noteholder shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersNoteholder. (e) This Subject to Section 3.11, this is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any that Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute substitute, or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Holder may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower Company to Administrative Agent or any LenderHolder), or any Security, and no course of dealing of Administrative Agent or any Lender Holder with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderHolder, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Holder or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders Holders may, from time to time, without notice to or the consent of any Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or LendersHolders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Holders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderHolder. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Holder to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any LenderHolder. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Holder. (vi) The fact that Guarantor Guarantors may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor Guarantors under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Holders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Holders may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender Holder by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Holder is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Holder shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender Holder on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersHolders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by any Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other PersonPerson except Guarantor, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) AmendMake an agreement with any Borrower to amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, make an agreement with any Borrower to change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or make an agreement with any Borrower or any other Person to add Obligors. (viivi) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, others as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state state, provincial or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) This is an unconditional Guaranty; it is unlimited as to time, until termination. Each Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender Secured Party with any Loan Obligor or any other Person, shall release or diminish Guarantor’s the Guarantors’ obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor the Guarantors any recourse against Administrative Agent or any LenderSecured Party, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent any Secured Party or any Lender or any Loan Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor the Guarantors hereby expressly agrees agree that Administrative Agent and Lenders Lender, directly or through the Collateral Agent, may, from time to time, without notice to or the consent of Guarantorthe Guarantors, do any or all of the following: : (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. ; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Loan Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Loan Documents. ; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). ; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. ; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Guaranteed Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative AgentLender’s or Lenders’ rights in any or all Security. ; (vi) Dischargedischarge, release, substitute or add Loan Obligors. ; (vii) Apply apply all monies received from Loan Obligors or others, or from any Security for any of the Guaranteed Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations.; (b) No action or inaction of any Loan Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s the Guarantors’ obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: the Guarantors: (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Loan Obligor or any other proceedings involving any other Loan Obligor or any of the assets of any other Loan Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Loan Obligor, any properties of any other Loan Obligor, or the estate in bankruptcy of any other Loan Obligor in the course of or resulting from any such proceedings. ; (ii) The the failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any other Loan Obligor is a party. ; (iii) The the release by operation of law of any other Loan Obligor from any of the Guaranteed Obligations or any other obligations to Administrative Agent or any Lender. ; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations of any other Loan Obligor or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the ObligationsGuaranteed Obligations of any other Loan Obligor, or any defense or excuse of any other Loan Obligor for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. ; (v) The the failure of any other Loan Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Loan Obligor or Lender; (vi) the fact that Guarantor the Guarantors may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor. ; (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor the Guarantors under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Loan Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor the Guarantors on this Guaranty without joining any other Loan Obligor therein and without bringing a separate action against any other Loan Obligor. (d) If any payment to Administrative Agent or any Lender by any Loan Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of any Guarantor from any liability hereunder, and Guarantor agrees the Guarantors agree to pay such amount to Administrative Agent or such Lender on demand and agrees agree and acknowledges acknowledge that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 8 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness Liabilities owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor Related Person or any other Person, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, hereunder or afford any Subsidiary Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor Related Person or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Subsidiary Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of any Subsidiary Guarantor, do any or all of the following: (i) Amendconsent to, or participate in making, any amendment, change or modifymodification, in whole or in part, to any one or more of the Obligation Documents Loan Documents, and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor Related Person or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Dischargedischarge, release, substitute or add ObligorsSubsidiary Guarantors or other guarantors of the Obligations. (vii) Apply apply all monies amounts received from Obligors the Related Persons or others, or from any Security for any of the Obligations, as required herein or as Administrative Agent or Lenders may determine to be in their best interestotherwise determine, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies amounts upon any particular Obligations. (b) No action or inaction of any Obligor Related Person or any other Person, and no change of law or circumstances, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, hereunder or afford any Subsidiary Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Subsidiary Guarantor under this Guaranty Agreement shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Subsidiary Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor Related Person or any other proceedings involving any Obligor Related Person or any of the assets of any Obligor Related Person under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any ObligorRelated Person, any properties of any ObligorRelated Person, or the estate in bankruptcy of any Obligor Related Person in the course of or resulting from any such proceedings. (ii) The the failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor Related Person is a party. (iii) The the release by operation of law of any Obligor Related Person from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part the failure of any Related Person or any other Person to sign any guaranty or other instrument or agreement within the Obligations contemplation of any Related Person, Administrative Agent or is otherwise primarily liable thereforany Lender. (vi) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual actual, full and final payment and performance by of the Obligations in accordance with their terms or the release of such Subsidiary Guarantor under this Guarantypursuant to Section 6.8. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty Agreement against any one or more Subsidiary Guarantors before pursuing any remedies against any Obligor Related Person or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against any Subsidiary Guarantor on this Guaranty without joining any other Obligor Related Person therein and without bringing a separate action against any other ObligorRelated Person. (d) If any payment to Administrative Agent or any Lender by any Obligor Related Person is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of any Subsidiary Guarantor from any liability hereunder, and each Subsidiary Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty Agreement shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 6.6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is Article VI constitutes a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which the Administrative Agent or any other Lender Party may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, or any of the Obligations (or any other indebtedness owing by the Borrower to the Administrative Agent or any Lenderother Lender Party), or any Security, and no course of dealing of the Administrative Agent or any other Lender Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against the Administrative Agent or any Lenderother Lender Party, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any other Lender Party or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders any Lender Party may, from time to time, without notice to or the consent of any Guarantor, do any or all of the following: (i) : Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) . Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) . Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) . Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) . Discharge, release, substitute or add Obligors. (vii) . Apply all monies received from Obligors or others, others to any one or from any Security for any more of the Obligations, Obligations as the Administrative Agent or Lenders the other Lender Parties may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) . No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderLender Party. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Guarantor: (i) : Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) . The failure by the Administrative Agent or any other Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) . The release by operation of law of any Obligor from any of the Obligations or any other obligations to the Administrative Agent or any Lender. (iv) other Lender Party. The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) , other than the defense of payment having been made to the Lender Parties in accordance with this Guaranty or the Term Loan Credit Agreement. The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, the Administrative Agent or any other Lender Party. The fact that Guarantor the Guarantors may have incurred directly part of the Obligations or is are otherwise primarily liable therefor. (vi) . Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor the Borrower of the Obligations or the actual payment by the Guarantors under this Guaranty. (c) This is a guaranty . The Administrative Agent, on behalf of payment and not of collection. Administrative Agent and Lenders any Lender Party, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance Person. The Administrative Agent, on behalf of any of the Obligations. Administrative Agent and Lenders Lender Party, may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) . If any payment to Administrative Agent or any Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Party shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) the Lender Parties. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Seller may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower Buyer to Administrative Agent or any LenderSeller), or any Security, and no course of dealing of Administrative Agent or any Lender Seller with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderSeller, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Seller or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Sellers may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) AmendEnter into amendments, change changes or modifymodifications, in whole or in part, any one or more of the Obligation Documents Documents, and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Sellers' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Sellers may determine to be in their best interest, without in any way being required to ▇▇marshall Security or ▇▇▇▇▇▇ Security or assets or ▇r to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderSeller. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Seller to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any LenderSeller. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or any Seller. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual full and final payment and performance by Guarantor under this Guarantyof the Obligations. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Sellers may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Sellers may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender Seller by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Seller is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Seller shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender Seller on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersSellers. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Lenders may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any LenderLenders), or any SecurityCollateral, and no course of dealing of Administrative Agent or any Lender Lenders with any Obligor or any other Person, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any Subsidiary Guarantor's guaranty any way, or afford any Subsidiary Guarantor any recourse against Administrative Agent or any LenderLenders, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor other Person or increase any risk to or diminish any safeguard of any SecurityCollateral. Without limiting the foregoing, each Subsidiary Guarantor hereby expressly agrees that Administrative Agent and or Lenders may, from time to time, without notice to or the consent of any Subsidiary Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security Collateral or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise)Obligations. (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security Collateral for any or all of the Obligations, accept additional or substituted Security Collateral therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ ' rights in any or all SecurityCollateral. (vi) Discharge, release, substitute or add Obligorsobligors. (vii) Apply all monies received from Obligors obligors or others, or from any Security Collateral for any of the Obligations, as Administrative Agent or Lenders may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security marshal Collateral or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty guaranty in any way, or afford any Subsidiary Guarantor any recourse against Administrative Agent or any LenderLenders. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor Subsidiary Guarantors under this Guaranty Article VIIA shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Subsidiary Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of Borrower or any Obligor Subsidiary Guarantor or any other proceedings involving Borrower or any Obligor Subsidiary Guarantor or any of the assets of Borrower or any Obligor Subsidiary Guarantor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, Borrower or any ObligorSubsidiary Guarantor, any properties of Borrower or any ObligorSubsidiary Guarantor, or the estate in bankruptcy of Borrower or any Obligor Subsidiary Guarantor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Lenders to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which Borrower or any Obligor Subsidiary Guarantor is a party. (iii) The release by operation of law of Borrower or any Obligor Subsidiary Guarantor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of Borrower or any Subsidiary Guarantor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of Borrower or any Subsidiary Guarantor, Agent or Lender. (vi) The fact that any Subsidiary Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by any Subsidiary Guarantor under this Guarantyguaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty Article VIIA against any Subsidiary Guarantor before pursuing any remedies against any Obligor Borrower or any other Person and before proceeding against Subsidiary Guarantor or any Security now other Person. Agent or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against any Subsidiary Guarantor on this Guaranty hereunder without joining Borrower or any other Obligor Subsidiary Guarantor therein and without bringing a separate action against Borrower or any other ObligorSubsidiary Guarantor. (d) If any payment to Administrative Agent or Lenders by Borrower or any Lender by any Obligor Subsidiary Guarantor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Lenders shall not constitute a release of any Subsidiary Guarantor from any liability hereunder, and each Subsidiary Guarantor agrees to pay such amount to Administrative Agent or such Lender Lenders on demand and agrees and acknowledges that this Guaranty guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 7A.6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent that any one or any Lender more Holder may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower Guarantor to Administrative Agent or any Lenderthe Holders), or any Security, and no course of dealing of Administrative Agent any one or any Lender more Holder with any Obligor or any other Person, shall release or diminish any Guarantor’s 's obligations, liabilities, agreements or duties hereunderunder this Guaranty, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderHolder, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender the Holders or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders that, except as may be provided in the Note Agreement, any Holder may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents.; (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).Obligations; (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ the Holders' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.;

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise)Obligations. (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Discharge, release, substitute or add Guarantors and other Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or and Lenders may determine to be in their best interestinterests, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) 13.01 No action which the Administrative Agent or any other Lender Party may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, or any of the Obligations (or any other indebtedness owing by the Borrower to the Administrative Agent or any Lenderother Lender Party), or any Security, and no course of dealing of the Administrative Agent or any other Lender Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against the Administrative Agent or any Lenderother Lender Party, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any other Lender Party or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders any Lender Party may, from time to time, without notice to or the consent of any Guarantor, do any or all of the following: (ia) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (iib) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iiic) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (ivd) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vie) Discharge, release, substitute or add Obligors. (viif) Apply all monies received from Obligors or others, others to any one or from any Security for any more of the Obligations, Obligations as the Administrative Agent or Lenders the other Lender Parties may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) 13.02 No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderLender Party. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Guarantor: (ia) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (iib) The failure by the Administrative Agent or any other Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iiic) The release by operation of law of any Obligor from any of the Obligations or any other obligations to the Administrative Agent or any Lenderother Lender Party. (ivd) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever, other than the defense of payment having been made to the Lender Parties in accordance with this Guaranty or the Term Loan Credit Agreement. (ve) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, the Administrative Agent or any other Lender Party. (f) The fact that Guarantor the Guarantors may have incurred directly part of the Obligations or is are otherwise primarily liable therefor. (vig) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor the Borrower of the Obligations or the actual payment by the Guarantors under this Guaranty. (c) This is a guaranty 13.03 The Administrative Agent, on behalf of payment and not of collection. Administrative Agent and Lenders any Lender Party, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance Person. The Administrative Agent, on behalf of any of the Obligations. Administrative Agent and Lenders Lender Party, may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) 13.04 If any payment to Administrative Agent or any Lender Party by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Party is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Party shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lendersthe Lender Parties. (e) 13.05 This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (iI) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in [Section 6 6] prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No Until the applicable Release Date, no action which Administrative Agent or any Lender Holder may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofthis Guaranty, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower to Administrative Agent Company or any LenderGuarantor to Holder), or any Securitycollateral security granted to Holder in connection with any of the foregoing, and no course of dealing of Administrative Agent or any Lender Holder with any Obligor or any other Person, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements or duties hereunder, discharge, impair or otherwise affect this Guaranty in the obligations of Company and any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Securityhereunder and under the other Loan Documents. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders Holder may, from time to time, without notice to or the consent of Guarantorsuch Guarantor (in each case, except as expressly provided herein), do any or all of the following: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Documents other Loan Document and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, fail or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Documents.any Loan Document; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.Loan Document; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Dischargedischarge, release, substitute or add Obligors.; or (viivi) Apply in connection with the enforcement of Holder’s rights and remedies with respect to any Collateral, apply all monies received from Obligors any Obligor or others, or from any Security others for any of the Guaranteed Obligations, as Administrative Agent or Lenders Holder may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular ObligationsGuaranteed Obligation. (b) No Except for the occurrence of the Release Date for such Guarantor, termination of any Guarantor’s obligations hereunder in accordance with the terms hereof, payment in full of the Guaranteed Obligations and/or as otherwise provided under applicable Law, no action or inaction of any Obligor or any other PersonPerson or any dispute and/or litigation among any Obligors, and no change of law or circumstances, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings proceeding involving any Obligor or any of the assets of any Obligor under laws for the protection of debtorsdebtors (or similar law), or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedingsproceeding. (iiiii) The failure by Administrative Agent or any Lender Holder to file or enforce a claim in any proceeding described in the immediately preceding subsection (iSection 2.2(b)(i) or to take any other action in any proceeding to which any Obligor is a partyproceeding. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No With the exception of any gross negligence or willful misconduct by Lender, no action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in partPart, any one or more of the Obligation Documents unless Guarantor's consent or agreement thereto is expressly required by the Obligation Document so amended, changed or modified, and give or refuse to give any waivers or other indulgences with respect theretothereto other than amendments or modifications that would eliminate grace and notice provisions afforded Guarantor. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise); to the extent not prohibited by the Credit Agreement. (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply to the Obligations all monies received from Obligors under the Obligation Documents or othersothers with respect to the Obligations, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No With the exception of any gross negligence or willful misconduct by Lender, no action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, deficiency or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent Agent, LC Issuer or any Lender Bank may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations Indebtedness (or any other indebtedness owing by Borrower to Administrative Agent Agent, LC Issuer or any LenderBank), or any Security, and no course of dealing of Administrative Agent Agent, LC Issuer or any Lender Bank with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent Agent, LC Issuer or any LenderBank, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent Agent, LC Issuer or any Lender Bank or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent Agent, LC Issuer and Lenders Banks may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the ObligationsIndebtedness, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations Indebtedness or the Obligation Loan Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations Indebtedness (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation Indebtedness or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the ObligationsIndebtedness, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's, LC Issuer's or Lenders’ Banks' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the ObligationsIndebtedness, as Administrative Agent Agent, LC Issuer or Lenders Banks may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or otherwise to apply all or any part of such monies upon any particular ObligationsIndebtedness. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent Agent, LC Issuer or any LenderBank. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent Agent, LC Issuer or any Lender Bank to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations Indebtedness or any other obligations to Administrative Agent Agent, LC Issuer or any LenderBank, other than (subject to reinstatement as set forth in Section 3(d) below) as a result of payment in full of the Indebtedness and such other obligations hereunder. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations Indebtedness or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the ObligationsIndebtedness, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent, LC Issuer or any Bank. (vi) The fact that Guarantor may have incurred directly part of the Obligations Indebtedness or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment Administrative Agent, LC Issuer and not of collection. Administrative Agent and Lenders Banks may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the ObligationsIndebtedness. Administrative Agent Agent, LC Issuer and Lenders Banks may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent Agent, LC Issuer or any Lender Bank by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent Agent, LC Issuer or any Lender Bank is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent Agent, LC Issuer or such Lender Bank shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent Agent, LC Issuer or such Lender Bank on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.Agent, LC

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other PersonPerson except Guarantor, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders ▇▇▇▇▇▇▇ may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) AmendMake an agreement with the Borrower to amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, make an agreement with the Borrower to change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or make an agreement with the Borrower or any other Person to add Obligors. (viivi) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, others as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state state, provincial or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Seller may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower Buyer to Administrative Agent or any LenderSeller), or any Security, and no course of dealing of Administrative Agent or any Lender Seller with any Obligor or any other Person, shall release or diminish any Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderSeller, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Seller or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders Sellers may, from time to time, without notice to or the consent of any Guarantor, do any or all of the following: (i) AmendEnter into amendments, change changes or modifymodifications, in whole or in part, any one or more of the Obligation Documents Documents, and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Sellers' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Sellers may determine to be in their best interest, without in any way being required to ▇▇▇▇mars▇▇▇▇ Security ▇▇▇urity or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderSeller. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Seller to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any LenderSeller. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or any Seller. (vi) The fact that any Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual full and final payment and performance by Guarantor under this Guarantyof the Obligations. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Sellers may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Sellers may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender Seller by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Seller is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Seller shall not constitute a release of any Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or such Lender Seller on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersSellers. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Lenders may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any LenderLenders), or any SecurityCollateral, and no course of dealing of Administrative Agent or any Lender Lenders with any Obligor or any other Person, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any Subsidiary Guarantor's guaranty any way, or afford any Subsidiary Guarantor any recourse against Administrative Agent or any LenderLenders, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor other Person or increase any risk to or diminish any safeguard of any SecurityCollateral. Without limiting the foregoing, each Subsidiary Guarantor hereby expressly agrees that Administrative Agent and or Lenders may, from time to time, without notice to or the consent of any Subsidiary Guarantor, do any or all of the following: (i) i. Amend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) . Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security Collateral or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. (iii) . Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise)Obligations. (iv) . Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. (v) v. Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security Collateral for any or all of the Obligations, accept additional or substituted Security Collateral therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ ' rights in any or all SecurityCollateral. (vi) . Discharge, release, substitute or add Obligorsobligors. (vii) . Apply all monies received from Obligors obligors or others, or from any Security Collateral for any of the Obligations, as Administrative Agent or Lenders may determine to be in their its best interest, without in any way being required to ▇▇▇mar▇▇▇▇▇ Security ▇▇llateral or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish any Subsidiary Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty guaranty in any way, or afford any Subsidiary Guarantor any recourse against Administrative Agent or any LenderLenders. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor Subsidiary Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of any Subsidiary Guarantor: (i) i. Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of Borrower or any Obligor Subsidiary Guarantor or any other proceedings involving Borrower or any Obligor Subsidiary Guarantor or any of the assets of Borrower or any Obligor Subsidiary Guarantor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, Borrower or any ObligorSubsidiary Guarantor, any properties of Borrower or any ObligorSubsidiary Guarantor, or the estate in bankruptcy of Borrower or any Obligor Guarantor in the course of or resulting from any such proceedings. (ii) . The failure by Administrative Agent or any Lender Lenders to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which Borrower or any Obligor Subsidiary Guarantor is a party. (iii) . The release by operation of law of Borrower or any Obligor Subsidiary Guarantor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) . The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) v. The failure of Borrower or any Subsidiary Guarantor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of Borrower or any Subsidiary Guarantor, Agent or Lender. vi. The fact that any Subsidiary Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) vii. Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by any Subsidiary Guarantor under this Guarantyguaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty Article against any Subsidiary Guarantor before pursuing any remedies against any Obligor Borrower or any other Person and before proceeding against Subsidiary Guarantor or any Security now other Person. Agent or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against any Subsidiary Guarantor on this Guaranty hereunder without joining Borrower or any other Obligor Subsidiary Guarantor therein and without bringing a separate action against Borrower or any other ObligorSubsidiary Guarantor. (d) If any payment to Administrative Agent or Lenders by Borrower or any Lender by any Obligor Subsidiary Guarantor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Lenders shall not constitute a release of Guarantor any guarantor from any liability hereunder, and Guarantor each guarantor agrees to pay such amount to Administrative Agent or such Lender Lenders on demand and agrees and acknowledges that this Guaranty guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 6A.6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.of

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender that the Required Holders may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower Guarantor to Administrative Agent or any Lenderthe Holders), or any Security, and no course of dealing of Administrative Agent or any Lender the Holders with any Obligor or any other Person, shall release or diminish any Guarantor’s 's obligations, liabilities, agreements or duties hereunderunder this Guaranty, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderHolder, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender the Holders or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders that, except as may be provided in the Note Agreement, any Holder may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents.; (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).Obligations; (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.additional

Unconditional Guaranty. (a) No action which Administrative Agent or any that the Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower any Obligor to Administrative Agent or any the Lender), or any Security, and no course of dealing of Administrative Agent or any the Lender with any Obligor Guarantor or any other Personperson or entity, shall release or diminish the Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Administrative Agent or any the Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any the Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, the Guarantor hereby expressly agrees that Administrative Agent and Lenders the Lender may, from time to time, without notice to or the consent of the Guarantor, do any or all of the following, which shall not affect the Guarantor’s liability hereunder: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents (except an amendment to a Loan Document to which the Guarantor is a party to the extent such amendment requires the consent of the Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Personperson or entity, or to take any other action concerning the Guaranteed Obligations or the Obligation Loan Documents.; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents.; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Dischargedischarge, release, substitute or add Obligors.Obligors in respect of any of the Guaranteed Obligations or fail to enforce any obligation of any Obligor; or (viivi) Apply apply all monies received from Obligors or others, or from any Security for obligor in respect of any of the Obligations, Guaranteed Obligations or others as Administrative Agent or Lenders it may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Guaranteed Obligations. (b) No action or inaction of any Obligor or any other Personperson or entity, and no change of law or circumstances, shall release or diminish the Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford such Guarantor any recourse against Administrative Agent or any the Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of the Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative Agent or any the Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.; (iii) The the release by operation of law of any Obligor from any of the Guaranteed Obligations or any other obligations to Administrative Agent or any the Lender.; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Guaranteed Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse of any Obligor whatsoever., in each case other than the actual and indefeasible final payment and performance in full of the Guaranteed Obligations in accordance with the terms of the Loan Documents; (v) The the failure of any Obligor or any other person or entity to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, or the Lender; (vi) the fact that the Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor.; or (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety surety, in each case other than the actual and indefeasible final payment and performance by Guarantor under this Guarantyin full of the Guaranteed Obligations in accordance with the terms of the Loan Documents. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders The Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now person or hereafter existing for the payment or performance of any of the Obligationsentity. Administrative Agent and Lenders The Lender may maintain an action against the Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any the Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any the Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such the Lender shall not constitute a release of the Guarantor from any liability hereunder, and the Guarantor agrees to pay such amount to Administrative Agent or such the Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lendersthe Lender. (e) This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent Guaranty Trustee or any Lender Security Beneficiary may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofFinance Documents, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent Guaranty Trustee or any LenderSecurity Beneficiary), or any Security, and no course of dealing of Administrative Agent Guaranty Trustee or any Lender Security Beneficiary with any Obligor or any other Person, shall release or diminish any of Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor Guarantors any recourse against Administrative Agent Guaranty Trustee or any LenderSecurity Beneficiary, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent Guaranty Trustee or any Lender Security Beneficiary or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor Guarantors hereby expressly agrees agree that Administrative Agent Guaranty Trustee and Lenders Security Beneficiaries may, from time to time, without notice to or the consent of GuarantorGuarantors, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Finance Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Finance Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Finance Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Finance Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative AgentGuaranty Trustee’s or LendersSecurity Beneficiary’s’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply Subject to the terms of the Finance Documents apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent Guaranty Trustee or Lenders Security Beneficiary may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s Guarantors’ obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor Guarantors any recourse against Administrative Agent Guaranty Trustee or any LenderSecurity Beneficiary. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of GuarantorGuarantors: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent Guaranty Trustee or any Lender Security Beneficiary to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent Guaranty Trustee or any LenderSecurity Beneficiary. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Finance Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Guaranty Trustee or any Security Beneficiary. (vi) The fact that any Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor Guarantors under this Guaranty. (c) This is a guaranty of payment Guaranty Trustee and not of collection. Administrative Agent and Lenders Security Beneficiary may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations, provided that the foregoing is subject to the limitations set forth in Section 2(g) of this Guaranty. Administrative Agent Guaranty Trustee and Lenders Security Beneficiary may maintain an action against Guarantor Guarantors on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent Guaranty Trustee or any Lender Security Beneficiary by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent Guaranty Trustee or any Lender Security Beneficiary is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent Guaranty Trustee or such Lender Security Beneficiary shall not constitute a release of Guarantor Guarantors from any liability hereunder, and Guarantor agrees Guarantors agree to pay such amount to Administrative Agent Guaranty Trustee or such Lender Security Beneficiary on demand and agrees agree and acknowledges acknowledge that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent Guaranty Trustee and LendersSecurity Beneficiaries. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender BNPLC may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower SGC to Administrative Agent or any LenderBNPLC), or any Security, and no course of dealing of Administrative Agent or any Lender BNPLC with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderBNPLC, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender BNPLC or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders BNPLC may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, changeChange, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation DocumentsDocument. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) This is an unconditional Guaranty; it is unlimited as to time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower the Borrowers to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of the Guarantor, do any or all of the following: : (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. ; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. ; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, ▇▇▇▇▇▇▇▇▇ interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). ; (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. ; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative AgentLender’s or Lenders’ rights in any or all Security. ; (vi) Dischargedischarge, release, substitute or add Obligors. ; (vii) Apply apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations.; (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of the Guarantor: : (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Obligor or any other proceedings involving any other Obligor or any of the assets of any other Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Obligor, any properties of any other Obligor, or the estate in bankruptcy of any other Obligor in the course of or resulting from any such proceedings. ; (ii) The the failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any other Obligor is a party. ; (iii) The the release by operation of law of any other Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. ; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Obligations of any other Obligor or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the ObligationsObligations of any other Obligor, or any defense or excuse of any other Obligor for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. ; (v) The the failure of any other Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Obligor or Lender; (vi) the fact that the Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. ; (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by the Guarantor under this Guaranty.. ▇▇▇▇▇▇▇▇▇ (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against the Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of the Guarantor from any liability hereunder, and the Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 9 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other PersonPerson except Guarantor, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders mayLe▇▇▇▇▇ ▇ay, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) AmendMake an agreement with the Borrower to amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, make an agreement with the Borrower to change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or make an agreement with the Borrower or any other Person to add Obligors. (viivi) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, others as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state state, provincial or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative that Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower any Obligor to Administrative Agent or any Lender), or any Securitysecurity therefor, and no course of dealing of Administrative Agent or any Lender with any Obligor Guarantor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or Agent, any Lender or any Obligor or increase any risk to or diminish any safeguard of any Securitysecurity for the Guaranteed Obligations. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of such Guarantor, do any or all of the following, which shall not affect such Guarantor’s liability hereunder: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents (except an amendment to a Loan Document to which such Guarantor is a party to the extent such amendment requires the consent of such Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security security therefor or Obligation any Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Loan Documents.; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due doe or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents.; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security security for any or all of the Guaranteed Obligations, accept additional or substituted Security security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ any Lender’s rights in any or all Security.Collateral; (vi) Dischargedischarge, release, substitute or add Obligors.Obligors in respect of any of the Guaranteed Obligations or fail to enforce any obligation of any Obligor; or (vii) Apply apply all monies received from Obligors any Obligor in respect of any of the Guaranteed Obligations or others, or from any Security security for any of the Guaranteed Obligations, as Administrative Agent or Lenders it may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security marshal security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish such Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford such Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of such Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.; (iii) The the release by operation of law of any Obligor from any of the Guaranteed Obligations or any other obligations to Administrative Agent or any Lender.; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations or the Obligation Loan Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Guaranteed Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse of any Obligor whatsoever., in each case other than the actual final payment in cash and performance in full of the Guaranteed Obligations in accordance with the terms of the Loan Documents; (v) The the fact that such Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor.; or (vi) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety surety, in each case other than (A) with respect to the Guaranteed Obligations set forth in Section 2(a) above, the actual final payment in full of such Guaranteed Obligations, to the maximum extent of such Guarantor’s Commitment, in accordance with the terms of the Loan Documents and performance by Guarantor (B) with respect to the Guaranteed Obligations set forth in Section 2(b) above, the satisfaction of such Guarantor’s obligations under this Guarantythe Equity Commitment. (c) This is a guaranty of payment and not of collection. Administrative Subject to the specific conditions under which this Guaranty may be enforced, Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other ObligorObligor or guarantor. (d) If Except to the extent the Guarantor’s Commitment has been satisfied, if any payment to Administrative Agent or any Lender by any Obligor Borrower is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor payer thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender (as the case may be) shall not constitute a release of such Guarantor from any liability hereunder, and such Guarantor agrees to pay such amount to Administrative Agent, for the benefit of Agent or such Lender (as the case may be), on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, be to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent, for file ratable benefit of Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time. (f) Such Guarantor acknowledges that the effectiveness of this Guaranty is not conditioned on any or all of the Guaranteed Obligations being guaranteed by anyone else, including any other Obligor or guarantor.

Unconditional Guaranty. The obligations of the Guarantor ---------------------- under this guaranty are absolute and unconditional without regard to the obligations of any other party or person. The obligations of the Guarantor hereunder shall not be in any way limited or effected by any circumstances whatsoever including, without limitation, (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of failure by the Obligation Documents which does not violate the terms thereof, any of the Obligations (Borrower or any other indebtedness owing guarantor or surety to perform or comply with the Obligations or the terms of any instrument or agreement relating thereto; (b) any change in the name, purpose, capital stock or constitution of the Borrower; (c) any irregularity or defect by Borrower to Administrative Agent Lender (excluding negligent or any Lenderwillful misconduct), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor Borrower or any other Person, shall release guarantor or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the Obligations or in carrying out or attempting to carry out the terms of any such agreements; (d) any insolvency, bankruptcy, reorganization or similar proceeding by or against Borrower, Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent Guarantor or any Lender other surety or guarantor; (e) any setoff, counterclaim, recoupment, deduction, defense or other right which Guarantor may have against Lender, Borrower or any Obligor other person for any reason whatsoever whether related to the Obligations or increase otherwise; or (f) any risk to other circumstances which might constitute a legal or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to equitable discharge or the consent of Guarantor, do any or all of the following: (i) Amend, change or modifydefense, in whole or in part, any one of a surety or more guarantor. Guarantor hereby waives all defenses of the Obligation Documents and give or refuse a surety to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, which it may be entitled by statute or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.. 109 (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇mars▇▇▇▇ Security ▇▇▇urity or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. 110 (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Lender. (vvi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by any Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents (other than this Guaranty) and give or refuse to give any waivers or other indulgences with respect theretoto the Obligation Documents. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshall Security or assets or to apply all or any part of such monies ▇▇▇▇ ▇▇▇ies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Newfield may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, Agreements or any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any SecurityObligations, and no course of dealing of Administrative Agent or any Lender Newfield with any Obligor or any other Person, shall release or diminish Guarantor’s obligationsObligations, liabilities, agreements agreements, or duties hereunder, nor shall the same affect this Guaranty in any way, way or afford Guarantor any recourse against Administrative Agent or any LenderNewfield, regardless of whether any such action or inaction may increase any the risks to or liabilities of Administrative Agent Newfield or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Newfield may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Documents Agreements (with the agreement of the Company), and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse refuse: to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents.Agreements (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwisewith the agreement of the Company).; (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation Obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.Agreements (with the agreement of the Company); (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply apply all monies received from Obligors or others, or from any Security for Obligor in any of manner permitted under the Obligations, Agreements as Administrative Agent or Lenders Newfield may determine to be in their Newfield’s best interest, without in any way being required on account of this Guaranty to ▇▇▇▇▇▇▇▇ Security inarshall security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderNewfield. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be he released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following following, from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale dissolution or sales of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of or any Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative Agent or any Lender Newfield to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.; (iii) The the release by operation of law of the Company in any proceeding described in subsection (i) or any similar proceeding, or the release of any other Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender.Newfield; or (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Newfield may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Newfield may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or Newfield of any Lender by any Obligor Obligation is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Newfield is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Newfield shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender Newfield on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Personperson, shall release or diminish Guarantor’s the Guarantors’ obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor the Guarantors any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor the Guarantors hereby expressly agrees agree that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantorthe Guarantors, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Personperson, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative AgentLender’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Personperson, and no change of law or circumstances, shall release or diminish Guarantor’s the Guarantors’ obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor the Guarantors any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantorthe Guarantors: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor the Guarantors may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor the Guarantors under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Personperson, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor the Guarantors from any liability hereunder, and Guarantor agrees the Guarantors agree to pay such amount to Administrative Agent or such Lender on demand and agrees agree and acknowledges acknowledge that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Canadian Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Canadian Borrower to Administrative Agent or any Canadian Lender), or any Security, and no course of dealing of Administrative Agent or any Canadian Lender with any Obligor or any other PersonPerson except Guarantor, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Canadian Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Canadian Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Canadian Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) AmendMake an agreement with any Borrower to amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, make an agreement with any Borrower to change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or make an agreement with any Borrower or any other Person to add Obligors. (viivi) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, others as Administrative Agent or Canadian Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Canadian Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Canadian Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Canadian Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent or any Canadian Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Canadian Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Canadian Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state state, provincial or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Canadian Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Canadian Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Canadian Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No Until the applicable Release Date, no action which Administrative Agent or any Lender Holder may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofthis Guaranty, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower to Administrative Agent Company or any LenderGuarantor to Holder), or any Securitycollateral security granted to Holder in connection with any of the foregoing, and no course of dealing of Administrative Agent or any Lender Holder with any Obligor or any other Person, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements or duties hereunder, discharge, impair or otherwise affect this Guaranty in the obligations of Company and any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Securityhereunder and under the other Loan Documents. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders Holder may, from time to time, without notice to or the consent of Guarantorsuch Guarantor (in each case, except as expressly provided herein), do any or all of the following: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Documents other Loan Document and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, fail or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Documents.any Loan Document; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.Loan Document; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Dischargedischarge, release, substitute or add Obligors.; or (viivi) Apply in connection with the enforcement of Holder’s rights and remedies with respect to any Collateral, apply all monies received from Obligors any Obligor or others, or from any Security others for any of the Guaranteed Obligations, as Administrative Agent or Lenders Holder may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular ObligationsGuaranteed Obligation. (b) No Except for termination of any Guarantor’s obligations hereunder in accordance with the terms hereof, payment in full of the Guaranteed Obligations and/or as otherwise provided under applicable Law, no action or inaction of any Obligor or any other PersonPerson or any dispute and/or litigation among any Obligors, and no change of law or circumstances, shall release or diminish Guarantor’s the Guarantors’ (or any of their respective) obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings proceeding involving any Obligor or any of the assets of any Obligor under laws for the protection of debtorsdebtors (or similar law), or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedingsproceeding. (iiiii) The failure by Administrative Agent or any Lender Holder to file or enforce a claim in any proceeding described in the immediately preceding subsection (iSection 2.2(b)(i) or to take any other action in any proceeding to which any Obligor is a partyproceeding. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. The obligations of Guarantor under this Guaranty are absolute and unconditional without regard to the obligations of any other party or person. The obligations of Guarantor hereunder shall not be in any way limited or effected by any circumstance whatsoever including, without limitation, (a) No action which Administrative Agent any act or omission of Clearwire consented to in Section 2 hereof; (b) the failure to receive any Lender may take notice, demand, presentment or omit to take protest waived in connection with Sections 3 and 4 hereof; (c) any of the Obligation Documents which does not violate the terms thereof, any of the Obligations (failure by [HOLDCO/NEWCO] or any other indebtedness owing by Borrower guarantor or surety to Administrative Agent perform or comply with the Obligations or the terms of any instrument or agreement relating thereto; (d) any change in the name, purpose, capital stock or constitution of [HOLDCO/NEWCO] or any Lender)other guarantor or surety; (e) any irregularity, defect or unauthorized action by [HOLDCO/NEWCO], or any Security, and no course of dealing of Administrative Agent other guarantor or surety or any Lender with of their respective officers, directors or other agents in executing and delivering any Obligor instrument or agreements relating to the Obligations or in carrying out or attempting to carry out the terms of any such agreements; (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against [HOLDCO/NEWCO], Clearwire, Guarantor or any other Personsurety or guarantor; (g) any setoff, shall release counterclaim, recoupment, deduction, defense or diminish Guarantor’s obligationsother right which Guarantor may have against Clearwire, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent [HOLDCO/NEWCO] or any Lender, regardless of other person for any reason whatsoever whether related to the Obligations or otherwise; or (g) any such action other circumstance which might constitute a legal or inaction may increase any risks to equitable discharge or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modifydefense, in whole or in part, any one of a surety or more guarantor. Guarantor hereby waives all defenses of the Obligation Documents and give or refuse a surety to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, which it may be entitled by statute or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative that the Collateral Agent or any Lender Purchaser may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofTransaction Documents, any of the Guaranteed Obligations (or any other indebtedness owing by Borrower any Obligor to Administrative the Collateral Agent or any LenderPurchaser), or any Security, and no course of dealing of Administrative the Collateral Agent or any Lender Purchaser with any Obligor Guarantor or any other PersonPerson (including the Guarantor as defined in the Purchase Agreement), shall release or diminish Guarantor’s either Guarantors' obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor Guarantors any recourse against Administrative the Collateral Agent or any LenderPurchaser, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Purchaser or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative the Collateral Agent and Lenders each Purchaser may, from time to time, without notice to or the consent of such Guarantor, do any or all of the following, which shall not affect Guarantors' liability hereunder: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Transaction Documents (except an amendment to a Transaction Document to which a Guarantor is a party to the extent such amendment requires the consent of such Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Transaction Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Transaction Documents.; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Transaction Documents.; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Guaranteed Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Purchaser's rights in any or all Security.; (vi) Dischargedischarge, release, substitute or add Obligors.Obligors in respect of any of the Guaranteed Obligations or fail to enforce any obligation of any Obligor; or (vii) Apply apply all monies received from Obligors obligor in respect of any of the Guaranteed Obligations or others, or from any Security for any of the Guaranteed Obligations, as Administrative Agent or Lenders Purchaser may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish a Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford such Guarantor any recourse against Administrative the Collateral Agent or any LenderPurchaser. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of each Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative the Collateral Agent or any Lender Purchaser to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.; (iii) The the release by operation of law of any Obligor from any of the Guaranteed Obligations or any other obligations to Administrative the Collateral Agent or any Lender.Purchaser; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations or the Obligation Transaction Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Guaranteed Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse of any Obligor whatsoever., in each case other than the actual and final payment and performance in full of the Guaranteed Obligations in accordance with the terms of the Transaction Documents; (v) The the failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, or any Purchaser; (vi) the fact that such Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor.; or (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety surety, in each case other than the actual and final payment and performance by Guarantor under this Guarantyin full of the Guaranteed Obligations in accordance with the terms of the Transaction Documents. (c) This is a guaranty of payment and not of collection. Administrative The Collateral Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative The Collateral Agent and Lenders may maintain an action against either Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative the Collateral Agent or any Lender Purchaser by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Purchaser is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or any such Lender Purchaser shall not constitute a release of either Guarantor from any liability hereunder, and each Guarantor agrees to pay such amount to Administrative Agent or any such Lender Purchaser on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersPurchaser. (e) This is a continuing guaranty and shall apply to and cover all Guaranteed Obligations and renewals and extensions thereof and substitutions therefor from time to time. (f) The obligation of each Guarantor under this Guaranty shall be several and also joint with all other Guarantors, and may be enforced at the option of the Collateral Agent against each Guarantor severally, any two or more Guarantors jointly, or some Guarantors severally and some Guarantors jointly. Each Guarantor acknowledges that the effectiveness of this Guaranty is not conditioned on any or all of the Guaranteed Obligations being guaranteed by anyone else, including the other Guarantors.

Unconditional Guaranty. (a) No action which Administrative Agent or any that Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s Guarantor`s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender`s rights in any or all Security. (vi) Discharge, release, substitute substitute, or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s Guarantor`s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling marshaling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender BNPLC may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower SWI to Administrative Agent or any LenderBNPLC), or any Security, and no course of dealing of Administrative Agent or any Lender BNPLC with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderBNPLC, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender BNPLC or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders BNPLC may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, changeChange, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Creditor may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower the Borrowers to Administrative Agent or any LenderCreditor), or any Security, and no course of dealing of Administrative Agent or any Lender Creditor with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderCreditor, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Creditor or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Creditors may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or LendersCreditors’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Creditors may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderCreditor. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Creditor to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any LenderCreditor. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Creditor. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Creditors may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Creditors may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender Creditor by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Creditor is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Creditor shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender Creditor on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersCreditors. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Creditor may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower the Borrowers to Administrative Agent or any LenderCreditor), or any Security, and no course of dealing of Administrative Agent or any Lender Creditor with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderCreditor, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender Creditor or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Creditors may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or LendersCreditors’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Creditors may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ marshal Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderCreditor. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender Creditor to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any LenderCreditor. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) This is an unconditional Guaranty; it is unlimited as to time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower the Borrowers to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of the Guarantor, do any or all of the following: : (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. ; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. ; (iii) Accelerateaccelerate, change, 1094129v2 rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). ; (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. ; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative AgentLender’s or Lenders’ rights in any or all Security. ; (vi) Dischargedischarge, release, substitute or add Obligors. ; (vii) Apply apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations.; (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of the Guarantor: : (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Obligor or any other proceedings involving any other Obligor or any of the assets of any other Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Obligor, any properties of any other Obligor, or the estate in bankruptcy of any other Obligor in the course of or resulting from any such proceedings. ; (ii) The the failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any other Obligor is a party. ; (iii) The the release by operation of law of any other Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. ; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Obligations of any other Obligor or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the ObligationsObligations of any other Obligor, or any defense or excuse of any other Obligor for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. ; (v) The the failure of any other Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Obligor or Lender; (vi) the fact that the Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. ; (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by the Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against the Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of the Guarantor from any liability hereunder, and the Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 9 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents (other than this Guaranty) and give or refuse to give any waivers or other indulgences with respect theretoto the Obligation Documents. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) This is an unconditional Guaranty; it is unlimited as to time, until termination. The Guarantor warrants that there are no conditions, oral or otherwise, on the effectiveness of this Guaranty. This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time. No action which the Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower the Borrowers to Administrative Agent or any Lenderthe Lender Parties), or any Security, and no course of dealing of the Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against the Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of the Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, the Guarantor hereby expressly agrees that the Administrative Agent and the Lenders may, from time to time, without notice to or the consent of the Guarantor, do any or all of the following: : (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation other Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. ; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. ; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). ; (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. ; (v) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect the Administrative Agent’s or Lenders’ any Lender's rights in any or all Security. ; (vi) Dischargedischarge, release, substitute or add Obligors. ; (vii) Apply apply all monies received from Obligors or others, or from any Security for any of the Obligations, as the Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations.; (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish the Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford the Guarantor any recourse against the Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of the Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of the Guarantor: : (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Obligor or any other proceedings involving any other Obligor or any of the assets of any other Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Obligor, any properties of any other Obligor, or the estate in bankruptcy of any other Obligor in the course of or resulting from any such proceedings. ; (ii) The the failure by the Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any other Obligor is a party. ; (iii) The the release by operation of law of any other Obligor from any of the Obligations or any other obligations to the Administrative Agent or any Lender. ; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Obligations of any other Obligor or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the ObligationsObligations of any other Obligor, or any defense or excuse of any other Obligor for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. ; (v) The the failure of any other Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Obligor, Administrative Agent or any Lender; (vi) the fact that the Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. ; (vivii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by the Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. The Administrative Agent and the Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. The Administrative Agent and the Lenders may maintain an action against the Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to the Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason the Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to the Administrative Agent or such Lender shall not constitute a release of the Guarantor from any liability hereunder, and the Guarantor agrees to pay such amount to the Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 9 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in the Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any the Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by the Borrower to Administrative Agent or any the Lender), or any SecurityCollateral, and no course of dealing of Administrative Agent or any the Lender with any Obligor or any other Person, shall will release or diminish any Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty Agreement in any way, or afford any Guarantor any recourse against Administrative Agent or any the Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any the Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityCollateral. Without limiting the foregoing, Guarantor each of the Guarantors hereby expressly agrees that Administrative Agent and Lenders the Lender may, from time to time, without notice to or the consent of such Guarantor, do any or all of the following: : (ia) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Loan Documents and give or refuse to give any waivers or other indulgences with respect thereto. ; (iib) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security Collateral or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Loan Documents. ; (iiic) Accelerateaccelerate, change, rearrange, extend, extend or renew the time, rate, terms, terms or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). ; (ivd) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents. ; (ve) Taketake, exchange, amend, eliminate, surrender, release, or subordinate any or all Security Collateral for any or all of the Obligations, accept additional or substituted Security Collateral therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ the Lender's rights in any or all Security. Collateral; (vif) Dischargedischarge, release, substitute or add Obligors. ; or (viig) Apply apply all monies received from Obligors or others, or from any Security Collateral for any of the Obligations, as Administrative Agent or Lenders the Lender may determine to be in their the Lender's best interest, without in any way being required to ▇▇▇▇mars▇▇▇▇ Security ▇▇▇lateral or assets or to apply all or any part of such monies upon any particular Obligations. (b) . No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall will release or diminish any Guarantor’s 's obligations, liabilities, agreements, agreements or duties hereunder, affect this Guaranty Agreement in any way, or afford any Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s 's or Lenders’ ' rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (iI) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Agent or any Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in [Section 6 6] prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Guaranteed Party may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofLoan Documents, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any SecurityGuaranteed Obligations, and no course of dealing of Administrative Agent or any Lender Guaranteed Party with any Obligor or any other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderGuaranteed Party, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent any Guaranteed Party or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that Administrative Agent and Lenders each Guaranteed Party may, from time to time, without notice to (except as contemplated hereby or by any other Loan Document) or the consent of such Guarantor, do any or all of the following, in each case, in accordance with the terms of the Loan Documents: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation other Loan Documents (except an amendment to a Loan Document to which a Guarantor is a party to the extent such amendment requires the consent of such Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Guaranteed Obligations or the Obligation Loan Documents.; (iii) Accelerateaccelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Guaranteed Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).; (iv) Compromise compromise or settle any unpaid or unperformed Guaranteed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Loan Documents.; (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Dischargedischarge, release, substitute or add Obligors.any Obligor; or (viivi) Apply apply all monies received from Obligors or others, or from any Security for any of others as the Obligations, as Administrative Agent or Lenders Guaranteed Parties may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Guaranteed Obligations. (b) No Except pursuant to a transaction permitted by the Credit Agreement or any other Loan Document, no action or inaction of any Obligor or any other Person, and no change of law Law or circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against Administrative Agent or any LenderGuaranteed Party. Without limiting the foregoing, each Guarantor, to the obligationsfullest extent permitted by applicable Law, liabilities, agreements, hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and duties of Guarantor hereby unconditionally and irrevocably agrees that its obligations under this Guaranty are absolute and unconditional and shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of such Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any other Obligor or any other proceedings involving any other Obligor or any of the assets of any other Obligor under laws Debtor Relief Laws or other Laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any other Obligor, any properties of any other Obligor, or the estate in bankruptcy of any other Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative Agent or any Lender Guaranteed Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any other Obligor is a party.; (iii) The the release by operation of law Law of any other Obligor from any of the Guaranteed Obligations or any other obligations to Administrative Agent or any Lender.Guaranteed Party; (iv) The the invalidity, deficiency, illegality, or unenforceability of any of the Guaranteed Obligations of any other Obligor or the Obligation Documentsany other Loan Document, in whole or in part, any bar by any statute of limitations or other law Law of recovery on any of the ObligationsGuaranteed Obligations of any other Obligor, or any defense or excuse of any other Obligor for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever., other than payment; (v) The the absence of any attempt to collect the Guaranteed Obligations or any part of them from any Obligor, or other action to enforce the same; (vi) any Guaranteed Party’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111 (b)(2) of the Bankruptcy Code or any applicable provisions of any other Debtor Relief Law; (vii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guaranteed Party’s claim (or claims) for repayment of the Guaranteed Obligations; (viii) any use of cash collateral under Section 363 of the Bankruptcy Code; (ix) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (x) any requirement of Law affecting any term of any Guarantor’s obligations under this Guaranty; (xi) the failure of any other Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any other Obligor, or any Guaranteed Party; (xii) the fact that such Guarantor may have incurred directly part of the Guaranteed Obligations or is otherwise primarily liable therefor.; or (vixiii) Without without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by such Guarantor under this Guaranty. (c) This is a guaranty Administrative Agent, on behalf of payment and not of collection. Administrative Agent and Lenders the Guaranteed Parties, may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Guaranteed Obligations. Administrative Agent and Lenders Agent, on behalf of the Guaranteed Parties, may maintain an action against any Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations Guaranteed Obligations, whether now existing or in the future, and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender Newfield may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereof, Agreements or any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any SecurityObligations, and no course of dealing of Administrative Agent or any Lender Newfield with any Obligor or any other Person, shall release or diminish Guarantor’s obligations's Obligations, liabilities, agreements agreements, or duties hereunder, nor shall the same affect this Guaranty in any way, way or afford Guarantor any recourse against Administrative Agent or any LenderNewfield, regardless of whether any such action or inaction may increase any the risks to or liabilities of Administrative Agent Newfield or any Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Newfield may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amendamend, change or modify, in whole or in part, any one or more of the Obligation Documents Agreements (with the agreement of the Company), and give or refuse to give any waivers or other indulgences with respect thereto.; (ii) Neglectneglect, delay, fail, or refuse refuse: to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents.Agreements (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwisewith the agreement of the Company).; (iv) Compromise compromise or settle any unpaid or unperformed Obligation or any other obligation Obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents.Agreements (with the agreement of the Company); (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply apply all monies received from Obligors or others, or from any Security for Obligor in any of manner permitted under the Obligations, Agreements as Administrative Agent or Lenders Newfield may determine to be in their Newfield's best interest, without in any way being required on account of this Guaranty to ▇▇▇▇▇▇▇▇ Security security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any LenderNewfield. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following following, from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any any voluntary or involuntary liquidation, dissolution, sale dissolution or sales of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, against any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.; (ii) The the failure by Administrative Agent or any Lender Newfield to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.; (iii) The the release by operation of law of the Company in any proceeding described in subsection (i) or any similar proceeding, or the release of any other Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender.Newfield; or (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vi) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Newfield may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Newfield may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or Newfield of any Lender by any Obligor Obligation is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender Newfield is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender Newfield shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender Newfield on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Borrower to Administrative Agent or any Lender), or any Security, and no course of dealing of Administrative Agent or any Lender with any Obligor or any other Person, shall release or diminish Guarantor’s 's obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Lender or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Lenders Lender may, from time to time, without notice to or the consent of Guarantor, do any or all of the following: (i) Amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ Lender's rights in any or all Security. (vi) Discharge, release, substitute or add Obligors. (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as Administrative Agent or Lenders Lender may determine to be in their its best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s 's obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor or Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Lenders Lender may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Lenders Lender may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and LendersLender. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.

Unconditional Guaranty. (a) No action which Administrative Agent or any Canadian Lender may take or omit to take in connection with any of the Obligation Documents which does not violate the terms thereofDocuments, any of the Obligations (or any other indebtedness owing by Canadian Borrower to Administrative Agent or any Canadian Lender), or any Security, and no course of dealing of Administrative Agent or any Canadian Lender with any Obligor or any other PersonPerson except Guarantor, shall release or diminish Guarantor’s obligations, liabilities, agreements or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Canadian Lender, regardless of whether any such action or inaction may increase any risks to or liabilities of Administrative Agent or any Canadian Lender or any Obligor or increase any risk to or diminish any safeguard of any SecurityObligor. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and Canadian Lenders may, from time to time, without notice to or the consent of Guarantor, do any or all of the following:: Exhibit G-1(U.S. Borrower) to Devon Credit Agreement (i) AmendMake an agreement with anythe Borrower to amend, change or modify, in whole or in part, any one or more of the Obligation Documents and give or refuse to give any waivers or other indulgences with respect thereto. (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Obligation Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Obligation Documents. (iii) Accelerate, make an agreement with anythe Borrower to change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise). (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Obligation Documents. (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect Administrative Agent’s or Lenders’ rights in any or all Security. (vi) Discharge, release, substitute or make an agreement with anythe Borrower or any other Person to add Obligors. (viivi) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, others as Administrative Agent or Canadian Lenders may determine to be in their best interest, without in any way being required to ▇▇▇▇▇▇▇▇ Security or marshal assets or to apply all or any part of such monies upon any particular Obligations. (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities, agreements, or duties hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Administrative Agent or any Canadian Lender. Without limiting the foregoing, the obligations, liabilities, agreements, and duties of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor: (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings. (ii) The failure by Administrative Agent or any Canadian Lender to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party. (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to Administrative Agent or any Canadian Lender. (iv) The invalidity, deficiency, illegality, or unenforceability of any of the Obligations or the Obligation Documents, in whole or in part, any bar by any statute of limitations or other law of recovery on any of the Obligations, or any defense or excuse for failure to perform on account Exhibit G-1(U.S. Borrower) to Devon Credit Agreement of force majeure, act of God, casualty, impossibility, impracticability, or other defense or excuse whatsoever. (v) The failure of any Obligor or any other Person to sign any guaranty or other instrument or agreement within the contemplation of any Obligor, Administrative Agent or any Canadian Lender. (vi) The fact that Guarantor may have incurred directly part of the Obligations or is otherwise primarily liable therefor. (vivii) Without limiting any of the foregoing, any fact or event (whether or not similar to any of the foregoing) which in the absence of this provision would or might constitute or afford a legal or equitable discharge or release of or defense to a guarantor or surety other than the actual payment and performance by Guarantor under this Guaranty. (c) This is a guaranty of payment and not of collection. Administrative Agent and Canadian Lenders may invoke the benefits of this Guaranty before pursuing any remedies against any Obligor or any other Person and before proceeding against any Security security now or hereafter existing for the payment or performance of any of the Obligations. Administrative Agent and Canadian Lenders may maintain an action against Guarantor on this Guaranty without joining any other Obligor therein and without bringing a separate action against any other Obligor. (d) If any payment to Administrative Agent or any Lender by any Obligor is held to constitute a preference or a voidable transfer under applicable state state, provincial or federal laws, or if for any other reason Administrative Agent or any Lender is required to refund such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to Administrative Agent or such Canadian Lender shall not constitute a release of Guarantor from any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such Canadian Lender on demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall (regardless of the terms of such transfer) be automatically voided upon the making of any such payment or payments, and all rights so transferred shall thereupon revert to and be vested in Administrative Agent and Canadian Lenders. (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals and extensions thereof and substitutions therefor from time to time.