Common use of Guaranty Absolute; Continuing Guaranty; Assignments Clause in Contracts

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Secured Party with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Investor with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsEach Guarantor, jointly and severally, guaranty guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Guaranteed Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Secured Party with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, Guarantors guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Investors with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, Each Guarantor hereby jointly and severally, guaranty severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Secured Parties with respect thereto. Each Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Secured Party to any Collateral. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any such Guarantor to enforce such obligations, irrespective of whether any action is brought against the Borrower or any Transaction other Loan Party or whether the Borrower or any Transaction other Loan Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Note Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) a. The Guarantors, jointly and severally, guaranty Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall will be irrevocable, absolute absolute, and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsSubject to Sections 2(b) and 2(c) of this Agreement, jointly and severally, guaranty the Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent Agents or any Buyer the Lenders with respect thereto. The Guarantor agrees that, subject to Sections 2(b) and 2(c) of this Agreement, his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Agents or the Lenders to any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Credit Party or whether any Transaction Credit Party is joined in any such action or actions. The Subject to Sections 2(b) and 2(c) of this Agreement, the liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Agents, the Lenders and the L/C Issuer with respect thereto. The Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Agents or the Lenders to any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Loan Party or whether any Transaction Loan Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Transaction Party or whether any other Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsSubject to Sections 2(b) and 2(c) of this Agreement, jointly and severally, guaranty the Guarantor hereby guarantees that the Guaranteed Obligations will be paid or performed, as applicable, strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent Agents or any Buyer the Lenders with respect thereto. The Guarantor agrees that, subject to Sections 2(b) and 2(c) of this Agreement, this guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Agents or the Lenders to any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Financing Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Credit Party or whether any Transaction Credit Party is joined in any such action or actions. The Subject to Sections 2(b) and 2(c) of this Agreement, the liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Additional Guarantor (together with the other Guarantors, ) jointly and severally, guaranty severally hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent Agents or any Buyer the Lenders with respect thereto. The Additional Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Agent or any Lender to any Collateral. The obligations of each the Additional Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Additional Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction other Loan Party or whether any Transaction other Loan Party is joined in any such action or actions. The liability of any the Additional Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Additional Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or Agent, the Purchasers and/or any Buyer other Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Buyers with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty agree that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations of the Company or any other guarantor (including any other Guarantor) of the obligations of the Company, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against the Company or any Transaction Party other guarantor (including any other Guarantor) of the obligations of the Company or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses (other than a defense of Payment in Full of the Guaranteed Obligations) it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Holders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Secured Party with respect thereto. The obligations obligation of each Guarantor Secured Party under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have (other than the defenses of payment, performance or voluntary release in writing by the Collateral Agent and Noteholders) in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or Agent, the Buyer and/or any Buyer other Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsEach Guarantor absolutely and unconditionally, jointly and severally, guaranty severally with each other and any subsequent guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any each Guarantor to enforce such obligations, irrespective of whether any action is brought against the Company or any Transaction Party other Guarantor (each a “Loan Party” and together the “Loan Parties”) or whether any Transaction Loan Party is joined in any such action or actions. The liability In furtherance of any Guarantor under this Guaranty shall be as a primary obligor (the foregoing and not merely as a surety) and shall be irrevocablewithout limiting the generality thereof, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waivesagrees as follows; provided, to that nothing contained herein shall amend, contradict or alter any rights or obligations that any Guarantor, the extent permitted by law, Company or any defenses it Lender may now have under the Secured Note or hereafter have in related documents or any way relating to, any term or all of the followingprovision thereof:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsSubject to Sections 2(b) and 2(c) of this Guaranty, jointly and severally, guaranty the Guarantor hereby guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Transaction Settlement Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lexington with respect thereto. The Guarantor agrees that, subject to Sections 2(b) and 2(c) of this Guaranty, his guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by Lexington to any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Settlement Agreement and the other Settlement Documents, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Credit Party or whether any Transaction Credit Party is joined in any such action or actions. The Subject to Sections 2(b) and 2(c) of this Guaranty, the liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsEach Guarantor, jointly and severally, guaranty hereby unconditionally and irrevocably, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsPromissory Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect theretoLender. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Buyers with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsSubject to Section 2(c) above, jointly and severally, guaranty Sponsor Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Financing Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent Agents or any Buyer the Lenders with respect thereto. Sponsor Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Agent or any Lender to any Collateral. The obligations of each Sponsor Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Sponsor Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Loan Party or whether any Transaction Loan Party is joined in any such action or actions. The To the fullest extent permitted by law, the liability of any Sponsor Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Sponsor Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, such obligations regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction (other than mandatory public policy rules of the jurisdiction where enforcement against any Guarantor is sought) affecting any of such terms or the rights of the Collateral Agent or any Buyer Investor with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The To the maximum extent permitted by the national law of any Guarantor, the liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents and the Exchange Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, Each Guarantor hereby jointly and severally, guaranty severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Cornell with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by Cornell to any collateral. The obligations Obligation of each Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligation under the Debenture and the other Credit Documents, and a separate action or actions may be brought and prosecuted against any each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against the Company or any Transaction Party Guarantor or whether the Company or any Transaction Party Guarantor is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) a. The Guarantors, jointly and severally, Guarantors guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender with respect thereto. The obligations of each Guarantor the Guarantors under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor the Guarantors to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor the Guarantors under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall will be irrevocable, absolute absolute, and unconditional irrespective of, and each Guarantor the Guarantors hereby irrevocably waiveswaive, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Exchange Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Investor with respect thereto. The obligations Guaranteed Obligations of each Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligations of any other Guarantor or the Company under any Exchange Document, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor obligation (and not merely as a suretysuretyship) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsNew Guarantor, jointly and severallyseverally with the Guarantors, guaranty guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each the New Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the New Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the New Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the New Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, Each Guarantor jointly and severally, guaranty hereby unconditionally and irrevocably guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Lenders with respect thereto. The obligations of the each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any such Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Loan Party or whether any Transaction Loan Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, Each Guarantor hereby jointly and severally, guaranty severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Lender to any Collateral. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Credit Agreement and the other Credit Documents, and a separate action or actions may be brought and prosecuted against any each Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Credit Party or whether any Transaction Credit Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsSubject to the conditions to this Guaranty set forth in Section 2(c) above, jointly and severally, guaranty the Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsConvertible Debenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Cornell with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guaranty of each payment of the Obligations and not of collection and waives any right to require that any resort be made by Cornell to any collateral. The Obligation of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligation under the Convertible Debenture, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Party Headliners or the Guarantor or whether any Transaction Party Headliners or the Guarantor is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Buyers with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsEach Guarantor, jointly and severally, guaranty guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsDebentures, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guaranty of each payment of the Obligations and not of collection and waives any right to require that any resort be made by the Buyer to any collateral. The Obligation of the Guarantor under this Guaranty are independent of the Guaranteed ObligationsObligation under the Debentures, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction Party Oxford or the Guarantor or whether any Transaction Party Oxford or the Guarantor is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantor (on a joint and several basis with the U.S. Guarantors), jointly and severally, guaranty guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction (other than mandatory public policy rules of the jurisdiction where enforcement against the Guarantor is sought) affecting any of such terms or the rights of the Collateral Agent or any Buyer Investor with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The To the maximum extent permitted by the national law of the Guarantor, the liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Investors with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) a. The Guarantors, jointly and severally, guaranty guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Secured Party with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or Agent, the Purchaser and/or any Buyer other Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Each Guarantor, jointly together with all Guarantors, jointly and severally, guaranty guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent Agent, the Trustee or any Buyer with the Holders in respect theretothereof. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender Parties with respect thereto. The Guarantor agrees that this Guaranty constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by any Lender Party to any other Credit Party or any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Credit Party or whether any Transaction other Credit Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Lenders with respect thereto. The obligations of each Guarantor the Guarantors under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Loan Party or whether any Transaction Loan Party is joined in any such action or actions. The liability of any Guarantor the Guarantors under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor the Guarantors hereby irrevocably waives, to the extent permitted by law, waive any defenses it they may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Except as set forth herein to the contrary, the Guarantors, jointly and severally, guaranty guarantee that the Guaranteed Obligations will be paid strictly in accordance with the terms of the applicable Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Holders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against Merton and any of the Guarantors (each, a "Transaction Party Party") or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have (other than payment in full of all Guaranteed Obligations (together with any matured indemnification obligations as of the date of such payment, but excluding any inchoate or unmatured contingent indemnification obligations)) in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) A. The Guarantors, jointly and severally, guaranty Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsNote and this Guaranty, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent HMSC or any Buyer Cornell with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The GuarantorsEach Guarantor, jointly and severally, guaranty guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer the Buyers with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any each Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction DocumentsDebentures, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations Guarantor agrees that its guarantee constitutes a guaranty of each payment of the Obligations and not of collection and waives any right to require that any resort be made by the Buyer to any collateral. The Obligation of the Guarantor under this Amended and Restated Guaranty are independent of the Guaranteed ObligationsObligation under the Debentures, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Amended and Restated Guaranty, irrespective of whether any action is brought against any Transaction Party Parent or the Guarantor or whether any Transaction Party Parent or the Guarantor is joined in any such action or actions. The liability of any the Guarantor under this Amended and Restated Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by law, waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Credit Note and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Lender with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Transaction Party or whether any other Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Note and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or Agent, the Purchaser and/or any Buyer other Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Holders with respect thereto. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party the Borrower or whether any Transaction Party the Borrower is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the ICA-T Note and the other Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or Agent, the Buyer and/or any Buyer other Noteholder with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the maximum extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:

Guaranty Absolute; Continuing Guaranty; Assignments. (a) The Guarantor (together with the other Guarantors, if any, jointly and severally, guaranty ) hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Buyer Agents, the Lenders and the L/C Issuer with respect thereto. The Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection and waives, to the extent permitted by applicable law, any right to require that any resort be made by the Agents or the Lenders to any Collateral. The obligations of each the Guarantor under this Guaranty are independent of the Guaranteed Obligationsobligations under the Credit Agreement and the other Loan Documents, and a separate action or actions may be brought and prosecuted against any the Guarantor to enforce such obligationsthis Guaranty, irrespective of whether any action is brought against any Transaction other Loan Party or whether any Transaction other Loan Party is joined in any such action or actions. The liability of any the Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives, to the extent permitted by applicable law, any defenses it may now or hereafter have in any way relating to, any or all of the following: