Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Obligations of any other Loan Party Counterparty’s obligations under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against one or more of the Borrower or any other Loan Party parties constituting Counterparty or whether one or more of the Borrower or any other Loan Party parties constituting Counterparty is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management the Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Agreement, any modification, extension or any other Obligations waiver of any other Loan Party under or in respect of the Loan Documentsterms of the Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management term of the Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or the taking or failure to take any other action with respect to any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any requirement that Beneficiary proceed against one or more of the parties constituting Counterparty, any other person or entity, any collateral or any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party one or more of the parties constituting Counterparty or any of its Subsidiaries; (f) any lack or failure of notice or any Secured Party failure of Beneficiary to disclose to any Loan Party one or more of the parties constituting Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party one or more of the parties constituting Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to such Secured Party Beneficiary (each the Guarantor waiving any duty on the part of the Secured Parties Beneficiary to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party one or more of the parties constituting Counterparty, the Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited as expressly set forth in Section 1 above. and, except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of one or more of the Borrower parties constituting Counterparty or any other Loan Party the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) and of the performance by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party Parties (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan Documentsthis Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor the Company to enforce this Guaranty, irrespective of whether any action is brought against the any other Borrower or whether any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management this Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan Documentsthis Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management this Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party Borrower under the Loan Documents this Agreement or any other assets of any Loan Party Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party the Company any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to the Agent or such Secured Party Lender (each Guarantor the Company waiving any duty on the part of the Secured Parties Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations, but not including payment) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, the Company, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower Company or any other Loan Party Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. 15.2.1 Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any lawApplicable Law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Facility Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Facility Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party Obligor or whether the any Borrower or any other Loan Party Obligor is joined in any such action or actions. The liability of each Guarantor under this Facility Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, including any increase in the amount of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Obligor or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party Obligor under the Loan Documents or any other assets of any Loan Obligor; the failure of Agent, any other Secured Party or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of its Subsidiariesall or any part of such Collateral, property or security; (e) the fact that any Collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Facility Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any such Collateral; (f) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries; (fg) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (gh) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement Loan Document or any supplement thereto or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any other than Full Payment of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Bank with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performancefinancial condition, properties assets or prospects of any other Loan Party now or hereafter known to such Secured Party Bank (each Guarantor waiving any duty on the part of the Secured Parties Banks to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each This Guaranty is a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until all the Guaranteed Obligations have been indefeasibly paid in full in cash and all Commitments shall have irrevocably terminated. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsagreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent liability of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument relating to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partythereof; (b) the failure of any Lender Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowers, any other Loan Party or any other Person (including any other guarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Guaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under compromise, renewal, extension, acceleration or in release with respect of the Loan Documentsthereto, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (cd) any takingaddition, exchange, release release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (de) any manner of application of Collateral defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrowers or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or against any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesLender Party; (f) any failure reduction, limitation, impairment or termination of the Guaranteed Obligations for any Secured Party reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to disclose (and the Guarantor hereby waives any right to or claim of) any Loan Party defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any information relating to other event or occurrence affecting, the business, condition (financial Guaranteed Obligations or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);; or (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedthe Borrowers, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwisethe Guarantor, all including as though such payment had not been madea result of any proceeding of the nature referred to in Section 8.1.8 of the Credit Agreement.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of of, but related to, the Guaranteed Obligations or any other Obligations of any other Loan Party Counterparty’s obligations under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against one or more of the Borrower or any other Loan Party parties constituting Counterparty or whether one or more of the Borrower or any other Loan Party parties constituting Counterparty is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management the Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Agreement, any modification, extension or any other Obligations waiver of any other Loan Party under or in respect of the Loan Documentsterms of the Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management term of the Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or the taking or failure to take any other action with respect to any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any requirement that Beneficiary proceed against one or more of the parties constituting Counterparty, any other person or entity, any collateral or any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party one or more of the parties constituting Counterparty or any of its Subsidiaries; (f) any lack or failure of notice or any Secured Party failure of Beneficiary to disclose to any Loan Party one or more of the parties constituting Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party one or more of the parties constituting Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to such Secured Party Beneficiary (each the Guarantor waiving any duty on the part of the Secured Parties Beneficiary to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party one or more of the parties constituting Counterparty, the Guarantor or any other guarantor or surety. Notwithstanding any provision to the contrary contained herein, Guarantor’s liability hereunder shall be and is specifically limited as expressly set forth in Section 1 above, and, except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of one or more of the Borrower parties constituting Counterparty or any other Loan Party the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if one or more of the parties constituting Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. This Guaranty is a continuing guaranty of the payment (and not of collection) and of the performance by each of the parties constituting Counterparty of its obligations under the Agreement. In no event shall Guarantor’s liability to Beneficiary exceed Counterparty’s liability under the Agreement, notwithstanding the effect of the insolvency, bankruptcy or reorganization of Counterparty. The Guarantor agrees that its obligations under this Guaranty shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of one or more parties constituting Counterparty (or the estate in bankruptcy of one or more parties constituting Counterparty) resulting from the operation of any present or future provision of the federal bankruptcy law or other similar statute.

Guaranty Absolute. Each This Guaranty is a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until all the Guaranteed Obligations have been indefeasibly paid in full in cash and all Commitments shall have irrevocably terminated. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsagreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent liability of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument relating to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partythereof; (b) the failure of any Lender Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowers, any other Loan Party or any other Person (including any other guarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Guaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under compromise, renewal, extension, acceleration or in release with respect of the Loan Documentsthereto, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (cd) any takingaddition, exchange, release release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (de) any manner of application of Collateral defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrowers or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or against any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesLender Party; (f) any failure reduction, limitation, impairment or termination of the Guaranteed Obligations for any Secured Party reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to disclose (and the Guarantor hereby waives any right to or claim of) any Loan Party defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any information relating to other event or occurrence affecting, the business, condition (financial Guaranteed Obligations or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);; or (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedthe Borrowers, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwisethe Guarantor, all including as though such payment had not been madea result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 Administrative Agent or any Secured Party Lender with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party or any of its their Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection non‑perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party the Administrative Agent or any Lender (each Guarantor waiving any duty on the part of the Secured Parties Administrative Agent and any Lender to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each (a) Guarantor guarantees that the Guaranteed Obligations Liabilities will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any of the Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Documents (or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto); (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsLiabilities, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any of the Loan Document, any Secured Hedge Agreement or any Secured Cash Management AgreementDocuments, including, without limitation, any increase changes in the Guaranteed Obligations resulting from terms of repayment of the extension Loan, modifications, extensions (including extensions beyond and after the original term) or renewals of payment dates, changes in interest rate or the advancement of additional credit to any Loan Party or any of funds by Lender in its Subsidiaries or otherwisediscretion; (ciii) any taking, exchange, release or non-perfection nonperfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsLiabilities; or (hiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, of the Borrower in respect of the Guaranteed Liabilities or Guarantor in respect of this Guaranty (excepting only indefeasible payment in full of the Obligations by the Borrower in accordance with the terms of the Loan Documents). (b) Notwithstanding any Loan Party termination or release of this Guaranty or the cancellation of the Note or any other guarantor agreement evidencing the Guaranteed Liabilities, if at any time any payment of any of the Guaranteed Liabilities (from any source) is rescinded, repaid or surety. This must otherwise be returned by Lender (i) due to or upon the insolvency, bankruptcy or reorganization of Borrower or any Guarantor, or (ii) for any other circumstance, this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Foreign Obligations or Guaranteed US Obligations, as applicable, guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this the Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this the Guaranty, irrespective of whether any action is brought against the either Borrower or any other Loan Party or whether the either Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Lender Party (each Guarantor waiving any duty on the part of the Secured Lender Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the either Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documentstheir respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. Each Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any collateral, any other Person or any other security. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan DocumentsDocuments and any other obligations of any other guarantor or surety, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party guarantor or surety or whether the Borrower or any other Loan Party guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and each such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Documentof the Obligations, any Secured Hedge Agreement, any Secured Cash Management Agreement Loan Document or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under or in respect of the Loan Documentsamendment, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment modification or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Document or any Secured Cash Management Agreementother agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise; (c) any taking, exchange, compromise, subordination, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any manner of application of Collateral claim, set-off, recoupment, defense or other right that Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any collateral, or proceeds thereof, at any time to allow all or any of the Guaranteed Obligations, or any order or manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party Borrower, or any exercise of its Subsidiariesany other right or remedy available to any Lender under the Loan Documents against any collateral or other guarantor or surety; (ef) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of any Loan Party or any of its SubsidiariesBorrower; (fg) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of Borrower, or any other guarantor of or other Person liable for any of the Obligations; (h) any failure of any Secured Party Lender to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured Party Lender (each such Guarantor waiving any duty on the part of the Secured Parties Lenders to disclose such information); (gi) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Guaranteed ObligationsObligations or any part thereof; or (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or suretysurety other than the defense of payment or performance of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees guarantees, to the extent permitted by Applicable Law, that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan Credit Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Credit Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan Credit Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Credit Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise; (ciii) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Credit Party under the Loan Credit Documents or any other assets Property of any Loan Party or any of its SubsidiariesCredit Party; (ev) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesCredit Party; (fvi) any failure of any Secured Lender Party to disclose to any Loan Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information)Lender Party; (gvii) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; or (hviii) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Credit Party or any other guarantor or surety. This Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy bankruptcy, reorganization or reorganization liquidation of Borrower or otherwise, or upon the dissolution of, or appointment of any intervenor or conservator of, or trustee or similar official for, Guarantor or Borrower or any substantial part of Guarantor’s or any other Loan Party Credit Party’s assets, or as a result of any settlement or compromise with any Person (including Guarantor) in respect of such payment, or otherwise, all as though such payment payments had not been made, and Guarantor shall pay Administrative Agent and Hermes Agent on demand all reasonable costs and expenses for which an invoice has been provided (including reasonable fees of counsel) incurred by Administrative Agent or Hermes Agent, respectively, in connection with such rescission or restoration.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in full and complete accordance with the terms of the Loan DocumentsAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Beneficiary with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of but related to the Guaranteed Obligations or any other Obligations of any other Loan Party Counterparty’s obligations under or in respect of the Loan DocumentsAgreement, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action or arbitration is brought against the Borrower or any other Loan Party Counterparty or whether the Borrower or any other Loan Party Counterparty is joined in any such action or actionsarbitration or whether the Counterparty is the subject of insolvency, bankruptcy, or reorganization proceedings. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge the Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations under the Agreement, any modification, extension or any other Obligations waiver of any other Loan Party under or in respect of the Loan Documentsterms of the Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management term of the Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party all or any of its Subsidiaries or otherwisewhich shall be binding on the Guarantor; (c) any taking, exchange, release or non-perfection of any Collateral or the taking or failure to take any other action with respect to any collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any requirement that the Beneficiary proceed against the Counterparty, any other person or entity, any collateral or any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate company structure or existence of any Loan Party the Counterparty or any of its Subsidiariessubsidiaries; (f) any lack or failure of notice or any Secured Party failure of the Beneficiary to disclose to any Loan Party the Counterparty or the Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party the Counterparty or the Guarantor, or relating to the Agreement, as the case may be, now or hereafter in the future known to such Secured Party the Beneficiary (each the Guarantor waiving any duty on the part of the Secured Parties Beneficiary to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party the Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Guarantor or any other guarantor or surety; and (h) any permitted assignment of the Agreement. Notwithstanding any provision to the contrary contained herein, the Guarantor’s liability for the Guaranteed Obligations hereunder shall be and is specifically limited to payments required to be made under the Agreement (even if such payments are deemed to be damages), and in no event shall the Guarantor be subject hereunder to consequential, exemplary, loss of profits, punitive, tort, or any other damages (other than those arising out of the Agreement), costs, or attorneys’ fees (except as provided herein including, without limitation, in Section 5 hereof). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Beneficiary or any other Person person upon the insolvency, bankruptcy or reorganization of the Borrower Counterparty or any other Loan Party the Guarantor or otherwise, all as though such payment payments had not been made. The obligations of the Guarantor under this Guaranty shall at all times rank at least pari passu in right of payment with all other unsecured and unsubordinated indebtedness (actual or contingent) of the Guarantor, except as may be required by law. This Guaranty shall continue to be effective if the Counterparty merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. Subject to the Section 1 hereof, this Guaranty is a continuing guaranty of the payment (and not of collection) by the Counterparty of its obligations under the Agreement. In no event shall the Guarantor’s liability to the Beneficiary exceed the Counterparty’s liability under the Agreement, such liability to be determined without regard to the insolvency, bankruptcy or reorganization of the Counterparty.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documentstheir respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. Each Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any of the Collateral, any other Person or any other security. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan DocumentsDocuments and any other obligations of any other guarantor or surety, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party guarantor or surety or whether the any Borrower or any other Loan Party guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and each such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Documentof the Obligations, any Secured Hedge Agreement, any Secured Cash Management Agreement Loan Document or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under or in respect of the Loan Documentsamendment, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment modification or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Document or any Secured Cash Management Agreementother agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise; (c) any taking, exchange, compromise, subordination, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to allow all or any of the Guaranteed Obligations, or any order or manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party Borrower, or any exercise of its Subsidiariesany other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral; (ef) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of any Loan Party or any of its SubsidiariesBorrower; (fg) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations; (h) any failure of any Secured Party Lender to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured Party Lender (each such Guarantor waiving any duty on the part of the Secured Parties Lenders to disclose such information); (gi) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Guaranteed ObligationsObligations or any part thereof; or (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or suretysurety other than the defense of payment or performance of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of this the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this the Guaranty, irrespective of whether any action is brought against the Parent Borrower or any other Loan Party or whether the Parent Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (ge) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hf) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Parent Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Holder with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Company or any other Loan Party or whether the Borrower Company or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) 2.1. any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) 2.2. any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) 2.3. any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) 2.4. any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under the Loan Documents or any other assets of any Loan Party the Company or any of its Subsidiariesdirect or indirect subsidiaries; (e) 2.5. any change, restructuring or termination of the corporate structure or existence of any Loan Party the Company or any of its Subsidiariesdirect or indirect subsidiaries; (f) 2.6. any failure of any Secured Party Holder to disclose to the Company or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter in the future known to such Secured Party any Holder (each Guarantor waiving any duty on the part of the Secured Parties Holder to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) 2.7. any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party other Holder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Company, such Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned refused by any Secured Party Holder or any other Person person upon the insolvency, bankruptcy or reorganization of the Borrower Company or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any applicable law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a guaranty of payment when due, and not of collection. The liability of each Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives (to the extent permitted by applicable Laws) any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, other than irrevocable payment in full in cash of the Obligations (other than (A) contingent indemnification and reimbursement obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature and that has not yet accrued). This Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Requirement of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any the Secured Party Parties with respect thereto. The Obligations obligations of each Guarantor the Guarantors under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the any Borrower or any other Other Loan Party or whether the any Borrower or any other Other Loan Party is joined in any such action or actions. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor, jointly and severally with each other Guarantor of the Guaranteed Obligations in each and every particular. The liability obligations of each Guarantor under this Guaranty shall be irrevocable, absolute hereunder are several from those of the Other Loan Parties and unconditional irrespective of, and are primary obligations concerning which each Guarantor hereby irrevocably waives is the principal obligor. The Secured Parties shall not be required to mitigate damages or take any defenses it action to reduce, collect or enforce the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including the existence of any claim, set-off or other right which any Guarantor may now have or hereafter acquire in at any way relating totime against any Other Loan Party, any Agent or all other Secured Party or any other Person, whether in connection herewith or any unrelated transactions. Without limiting the generality of the followingforegoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Other Loan Party to any Secured Party under the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Borrower or such Other Loan Party. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged or otherwise affected or impaired by: (ai) any lack of validity extension, renewal, settlement, compromise, acceleration, waiver or enforceability release in respect of any obligation of any Other Loan DocumentParty under the Credit Agreement, the Notes, any Secured Hedge Agreement, any and Secured Cash Management Agreement or any other agreement, document Finance Document or any other agreement or instrument to which the Borrowerevidencing or securing any Guaranteed Obligation, any Guarantor by operation of law or any of their respective Subsidiaries or Affiliates is or may become a partyotherwise; (bii) any change in the timemanner, manner place, time or place terms of payment of, or in of any other term of, all or any of the Guaranteed Obligations Obligation or any other Obligations amendment, supplement or modification to the Credit Agreement, the Notes, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation; (iii) any release, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, any sale, exchange, surrender, realization upon, offset against or other Loan Party under or action in respect of the Loan Documents, any Secured Hedge Agreement direct or indirect security for any Guaranteed Obligation or any Secured Cash Management Agreement or release of any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Other Loan Party or any other guarantor or guarantors of its Subsidiaries or otherwiseany Guaranteed Obligation; (civ) any takingchange in the existence, exchange, release structure or non-perfection ownership of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Other Loan Party or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting any Other Loan Party or its assets or any resulting disallowance, release or discharge of its Subsidiariesall or any portion of any Guaranteed Obligation; (ev) any change, restructuring or termination of the corporate structure or existence of any claim, set-off or other right which any Guarantor may have at any time against any Other Loan Party, any Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Other Loan Party for any reason of the Credit Agreement, any Note, any other Finance Document or any other agreement or instrument evidencing or securing any Guaranteed Obligation or any provision of applicable Requirements of Law purporting to prohibit the payment by any Other Loan Party of any Guaranteed Obligation; (vii) any failure by any Agent or any other Secured Party: (A) to file or enforce a claim against any Other Loan Party or its estate (in a bankruptcy or other proceeding); (B) to give notice of the existence, creation or incurrence by any of its Subsidiaries; (f) any failure Other Loan Party of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial new or otherwise), operations, performance, properties additional indebtedness or prospects of any other Loan Party now obligation under or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or(C) to commence any action against any Other Loan Party; (D) to disclose to any Guarantor any facts which such Agent or such other Secured Party may now or hereafter know with regard to any Other Loan Party; or (E) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Guaranteed Obligations; (hviii) any other circumstance (including, without limitation, any statute direction as to application of limitations) or any existence of or reliance on any representation payment by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Other Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as Person; (ix) any subordination by any Secured Party of the case may be, if at any time any payment of any Guaranteed Obligation to the payment of any other liability (whether matured or unmatured) of any Other Loan Party to its creditors; (x) any act or failure to act by the Administrative Agent or any other Secured Party under this Agreement or otherwise which may deprive any Guarantor of any right to subrogation, contribution or reimbursement against any Other Loan Party or any right to recover full indemnity for any payments made by such Guarantor in respect of the Guaranteed Obligations is rescinded Obligations; or (xi) any other act or must otherwise be returned omission to act or delay of any kind by any Borrower, any Other Loan Party, the Administrative Agent or any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of any Guarantor’s obligations hereunder. Each Guarantor has irrevocably and unconditionally delivered this Agreement to the Administrative Agent, for the benefit of the Secured Parties, and the failure by any Other Loan Party or otherwiseany other Person to sign this Agreement or a guaranty similar to this Agreement or otherwise shall not discharge the obligations of any Guarantor hereunder. The irrevocable and unconditional liability of each Guarantor hereunder applies whether it is jointly and severally liable for the entire amount of the Guaranteed Obligations, all as though or only for a pro-rata portion, and without regard to any rights (or the impairment thereof) of subrogation, contribution or reimbursement that such Guarantor may now or hereafter have against any Other Loan Party or any other Person. This Agreement is and shall remain fully enforceable against each Guarantor irrespective of any defenses that any Other Loan Party may have or assert in respect of the Guaranteed Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, except that a Guarantor may assert the defense of final payment had not been madein full of the Guaranteed Obligations.

Guaranty Absolute. (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its 2022 Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the 2022 Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2022 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture and the 2022 Notes as a result of additional credit to further issuances, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the 2022 Notes of the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the 2022 Notes; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. This Guaranty shall continue to be effective or be reinstated, as other right which the case Guarantor may be, if have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeunrelated transaction.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the Issuer under the Indenture and the Notes as a result of the extension of additional credit to credit, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the Notes of the Indenture or otherwise; (civ) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the Notes; (dv) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evi) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fvii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gviii) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hix) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (x) any claim of set-off or surety. other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Noteholder or any other Person person or entity upon the insolvency, bankruptcy or reorganization of the Borrower Issuer or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsFive Year Credit Agreement and the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lenders with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Assignee or whether the Borrower or any other Loan Party Assignee is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge the Five Year Credit Agreement, any Secured Cash Management Agreement the Notes or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge the Five Year Credit Agreement or any Secured Cash Management Agreementthe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Assignee or any of its Subsidiaries subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party the Assignee or any of its Subsidiariessubsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Assignee or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial subsidiaries or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part its status as a Subsidiary of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsGuarantor; or (hvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party the Assignee or any other guarantor or suretya guarantor. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Administrative Agent or any other Person Lender upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party Assignee or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Finance Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Guaranteed Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Loan Finance Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Obligor or whether the Borrower or any other Loan Party Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by applicable law, any defenses it may now have or hereafter acquire arising out of or in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Finance Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Loan Finance Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to or departure from any Loan Finance Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to or departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party Obligor under the Loan Finance Documents or any other assets of any Loan Party Obligor or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured Party (each Guarantor waiving waiving, to the maximum extent permitted under applicable law, any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or; (h) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect to the Finance Documents; or (i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Obligor or any other guarantor or suretysurety (other than the payment in full in cash of the Guaranteed Obligations). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than payment of the Obligations to the extent of such payment) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Documents or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Agent or Lenders to disclose such information)) provided that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document including payment in full of the Obligations; (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than payment in full of the Guaranteed Obligations; provided that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its 2018 Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the 2018 Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2018 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture and the 2018 Notes as a result of additional credit to further issuances, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the 2018 Notes of the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the 2018 Notes; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. This Guaranty shall continue to be effective or be reinstated, as other right which the case Guarantor may be, if have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeunrelated transaction.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan Documentsapplicable Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of this Agreement and the Loan DocumentsNotes, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or whether any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each to the extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge this Agreement, any Secured Cash Management Agreement Note or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan Documentsthis Agreement, any Secured Hedge Agreement or any Secured Cash Management Agreement and Notes, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge this Agreement or any Secured Cash Management AgreementNote, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, if any, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party Borrower under this Agreement or the Loan Documents Notes or any other assets of any Loan Party Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party Borrower or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to the Agent or such Secured Party Lender (each the Guarantor waiving any duty on the part of the Secured Parties Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor jointly and severally guarantees that the Guaranteed Obligations for which it is responsible pursuant to Section 11.01 will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any the Secured Party Parties with respect thereto. Each Guarantor agrees that this Article XI 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 obligations of each Guarantor under or in respect of this Guaranty Article XI are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty Article XI shall be be, until the Termination Date, irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any manner of application of Collateral or any other collateralclaim, or proceeds thereofset-off, to allow any of the Guaranteed Obligations, or any manner of sale defense or other disposition of right that any Collateral or Guarantor may have at any other collateral for all or time against any of the Guaranteed Obligations or Person, including, without limitation, any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesSecured Party; (e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsParty; or (hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any the Secured Party Parties that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty Article XI shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Parties or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each This Guaranty is a continuing, absolute, unconditional and irrevocable guaranty of payment and shall remain in full force and effect until all the Guaranteed Obligations have been indefeasibly paid in full in cash and all Commitments shall have irrevocably terminated. The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsagreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent liability of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity validity, legality or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Rate Protection Agreement or any other agreement, document agreement or instrument relating to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partythereof; (b) the failure of any Lender Party: (i) to assert any claim or demand or to enforce any right or remedy against the Borrowers, any other Loan Party or any other Person (including any other guarantor) under the provisions of any Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any of the Guaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under compromise, renewal, extension, acceleration or in release with respect of the Loan Documentsthereto, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Document or otherwise; (cd) any takingaddition, exchange, release release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (de) any manner of application of Collateral defense, set-off or counterclaim which may at any time be available to or be asserted by the Borrowers or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or against any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesLender Party; (f) any failure reduction, limitation, impairment or termination of the Guaranteed Obligations for any Secured Party reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to disclose (and the Guarantor hereby waives any right to or claim of) any Loan Party defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any information relating to other event or occurrence affecting, the business, condition (financial Guaranteed Obligations or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);; or (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstatedthe Borrowers, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwisethe Guarantor, all including as though such payment had not been madea result of any proceeding of the nature referred to in Section 8.1.7 of the Credit Agreement.

Guaranty Absolute. Each Guarantor The Parent guarantees that the Guaranteed Obligations will be performed or paid strictly in accordance with the terms of the Loan 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 Administrative Agent or any Secured Party Beneficiary with respect thereto. The Obligations obligations of each Guarantor the Parent under or in respect of this Guaranty Parent Undertaking are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor the Parent to enforce this GuarantyParent Undertaking, irrespective of whether any action is brought against the Borrower ▇▇▇▇▇▇▇▇ or any other Loan Party Originator, as the case may be, or whether the Borrower ▇▇▇▇▇▇▇▇ or any other Loan Party such Originator is joined in any such action or actions. The liability of each Guarantor the Parent under this Guaranty Parent Undertaking shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Transaction Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension additional Purchases or Issuances/ Modifications of additional credit to any Loan Party or any Letters of its Subsidiaries Credit or otherwise; (c) any failure or omission to enforce any right, power or remedy with respect to the Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Obligations or any part thereof; (d) any waiver of any right, power or remedy or of any default with respect to the Obligations or any part thereof or any agreement relating thereto; (e) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (df) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of ▇▇▇▇▇▇▇▇, any Loan Party Originator or any of its their respective Subsidiaries; (eg) the existence of any claim, setoff or other rights which the Parent may have at any time against ▇▇▇▇▇▇▇▇ or any Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Obligations or any part thereof permitted under the Purchase and Contribution Agreement, this Agreement or any other Transaction Document; (i) any change, restructuring or termination of the corporate structure or existence of ▇▇▇▇▇▇▇▇, any Loan Party Originator or any of its their respective Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, any Loan Party of ▇▇▇▇▇▇▇▇ or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeOriginator.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any other Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party or whether the such Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party Borrower or any Guarantor any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter in the future known to such any Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower, any Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each To the fullest extent permitted pursuant to applicable Law, each Guarantor guarantees that the Guaranteed Obligations guaranteed by it will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Secured Obligations of each Guarantor under or in respect of this the Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this the Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this the Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (ge) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hf) to the fullest extent permitted by applicable Law, any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This The Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Person or whether the Borrower or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement Documents or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; provided that this clause (b) shall not limit the terms of Section 10.01 of the Revolving Credit Agreement with respect to the Borrower; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any other Loan Party Party, or any of its their respective Subsidiaries; (f) any failure of any Secured Lender Party to disclose to the Borrower or any Loan Party other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured any Lender Party (and each Guarantor waiving hereby irrevocably waives any duty on the part of the Secured Parties any Lender Party to disclose such information); (g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any (other Loan Party or otherwise, all than Payment in Full (as though such payment had not been madedefined below)).

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 Administrative Agent or any Secured Party other Lender with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the other Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party or any of its their Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Administrative Agent or any Secured Party other Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Secured Party other Lender (each Guarantor waiving any duty on the part of the Secured Parties Administrative Agent and each other Lender to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any other Loan Document, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party other Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each (a) The Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan Documentstheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of the Loan Agreement, the Note, or any other Loan Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of each any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Affiliate or Subsidiary thereof or whether the Borrower or any other Loan Party Affiliate or Subsidiary thereof is joined in any such action or actions. . (d) The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party; (bi) any change in the timemanner, manner place or place terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or in any other term alteration of, all any Guaranteed Obligation, any security therefor, or any of the Guaranteed Obligations liability incurred directly or any other Obligations of any other Loan Party under or indirectly in respect of the Loan Documentsthereof, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from the Loan Agreement or the Note or any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries Subsidiary or Affiliate thereof or otherwise; (cii) any takingsale, exchange, release release, surrender, realization upon any property by whomsoever at any time pledged or non-mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations (other than the Collateral pledged to the Agent, for its own benefit and the benefit of the other Lenders, under the Security Documents), and/or any offset against such Guaranteed Obligations, or failure to perfect, or continue the perfection of, any Lien in any such property, or delay in the perfection of any Collateral or any other collateralsuch Lien, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, guaranty for all or any of the Guaranteed Obligations; (diii) any exercise or failure to exercise any rights against the Borrower or any Affiliate or Subsidiary thereof or others (including the Guarantor); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof; (v) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations assets of any Loan Party under the Loan Documents Borrower or any other assets of any Loan Party Affiliate or any of its SubsidiariesSubsidiary thereof; (evi) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its SubsidiariesAffiliate or Subsidiary thereof; (fvii) any failure the release of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial Borrower or otherwise), operations, performance, properties or prospects of any other Loan Party party, other than the Guarantor, now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part liable upon or in respect of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsLoan Documents; or (hviii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by any Secured Party that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, any Loan Party this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any Affiliate or Subsidiary thereof relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Loan or other guarantor financial accommodations to the Borrower (other than the defense of indefeasible payment). (e) The Agent may at any time and from time to time (whether or surety. not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at a claim is ever made upon the Agent for repayment or recovery of any time any amount or amounts received by the Agent in payment or on account of any of the Guaranteed Obligations is rescinded as a result of laws relating to preferences, fraudulent transfers and fraudulent conveyances, and the Agent repays all or must otherwise be returned part of said amount by reason of any Secured Party judgment, decree or order of any court or administrative body having jurisdiction over the Agent or its property, or any other Person settlement or compromise of any such claim effected by the Agent with any such claimant (including the Borrower). In such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization the cancellation of any note (including the Borrower Note) or other instrument evidencing any other Loan Party Guaranteed Obligation, and the Guarantor shall be and remain liable to the Agent hereunder for the amount so repaid or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Agent.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guaranteed Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other applicable Loan Party or whether the Borrower or any other such Loan Party is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor of the Guaranteed Obligations. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Loan Party or Subsidiary or its assets or any resulting release or discharge of any Guaranteed Obligation; (fvi) the existence of any claim, set-off or other right which such Guarantor may have at any time against any Loan Party, any Guaranteed Party or any other Person, whether in connection herewith or any unrelated transaction; (vii) any invalidity or unenforceability relating to or against any applicable Loan Party or Subsidiary for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any such person of the Guaranteed Obligations; (viii) any failure of any Secured Guaranteed Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Guaranteed Party (each such Guarantor waiving any duty on the part of the Secured Lender Parties to disclose such information); (gix) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or such other guarantor or surety with respect to the Guaranteed Obligations; or (hx) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by any Secured Guaranteed Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any other Loan Party or any surety, other guarantor or suretythan a defense of payment and performance. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of the Borrower or any other applicable Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of thereof, to the Loan Documents, regardless of any maximum extent permitted by law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligor, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party Obligor or whether the any Borrower or any other Loan Party Obligor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the maximum extent permitted by law, any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument relating thereto or relating to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyother Guaranteed Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party Obligor under or in respect of the Loan Documents, any Secured Hedge Agreement Documents or any Secured Cash Management Agreement agreement or instrument relating thereto or relating to any other Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Document or any Secured Cash Management Agreementagreement or instrument relating thereto or relating to any other Guaranteed Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Obligor or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents Obligor or any other assets of any Loan Party Obligor or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party Obligor or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Obligor now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information)Party; (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any assignment for the benefit of any Secured Party or any other marshalling of assets and liabilities of any Guarantor; (i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense (other than a defense of Full Payment) available to, or a discharge of, any Loan Party Obligor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party Obligor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Credit Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is a present and continuing, absolute and unconditional guarantee of payment when due, and not of collection, by Guarantor. The liability of each Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchangerelease, release or non-perfection of any Collateral or any other collateral, or any taking, release subordination or amendment or waiver of, or consent to departure from, any other guarantyguarantee, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding under Debtor Relief Laws affecting the Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (e) the existence of any claim, setoff or other right which Guarantor may have at any time against any Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (f) any provision of applicable Law purporting to prohibit the payment or performance by any Loan Party of any of the Obligations of such Loan Party; (g) any failure of any Secured Credit Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Credit Party (each Guarantor waiving waives any duty on the part of the Secured Credit Parties to disclose such information); (gh) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement Agreement or any other guaranty guarantee or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Credit Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor The Parent guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documentsthis Agreement or any Other Document, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party IBM Credit with respect thereto. The Obligations of each Guarantor the Parent under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge this Agreement or any Secured Cash Management Agreement Other Document, and a separate action or actions may be brought and prosecuted against each Guarantor the Parent to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor the Parent under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor the Parent hereby irrevocably waives any defenses it may now or hereinafter have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management this Agreement or any other agreement, document Other Document or any agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge this Agreement or any Secured Cash Management Agreement Other Document, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge this Agreement or any Secured Cash Management AgreementOther Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party Customer, the Parent or any of its their Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-non perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under the Loan Documents this Agreement or any Other Document or any other assets of any Loan Party either Customer, the Parent or any of its their Subsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of either Customer, the Parent or any of their Subsidiaries; (vi) any failure of IBM Credit to disclose to any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party their Subsidiaries any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party IBM Credit (each Guarantor the Parent waiving any duty on the part of the Secured Parties IBM Credit to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hvii) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party IBM Credit that might otherwise constitute a defense available to, or a discharge of, any Loan Party either Customer, the Parent or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person IBM Credit upon the insolvency, bankruptcy or reorganization of either Customer, the Borrower Parent or any other Loan Party of their Subsidiaries or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan 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 any Secured Guaranteed Party with respect thereto. The Guaranteed Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Transaction Party under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower SPV or any other Loan Transaction Party or whether the Borrower SPV or any other Loan Transaction Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Transaction Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Transaction Party under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party to, or any the making of its Subsidiaries additional Purchases from, the SPV or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral (as defined in Annex A hereto) or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the its Guaranteed Obligations or any other Obligations of any Loan Transaction Party under the Loan Transaction Documents or any other assets of any Loan Transaction Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Transaction Party or any of its Subsidiaries; (f) any failure of any Secured Guaranteed Party to disclose to any Loan Transaction Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Transaction Party now or hereafter known to such Secured Guaranteed Party (each Guarantor waiving any duty on the part of the Secured Guaranteed Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Loan Transaction Party or any other guarantor or suretysurety other than satisfaction in full of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower SPV or any other Loan Transaction Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each The Guarantor guarantees that agrees its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Secured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Secured Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party or whether the any Borrower or any other Loan Party is are joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each the Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full in cash of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) or the release of this Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability enforceability, at any time, of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document (including this Guaranty) or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Secured Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Secured Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (ciii) any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; (ev) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (fvi) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information)Party; (gvii) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any the Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; (viii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement; (ix) any payment made to any secured creditor on the Indebtedness which any Secured Party repays any Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and the Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (x) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or any security therefor; or (hxi) any other circumstance (including, without limitation, any statute of limitations) ), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt this paragraph shall survive the termination of this Guaranty.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guaranteed Obligations. The liability of each Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Guaranty Obligations will be paid and performed strictly in accordance with the terms of the Credit Agreement, the Notes 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 Administrative Agent, the Lenders or any Secured Party other Persons holding any of the Guaranty Obligations with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Borrower, any other Guarantor or any other Loan Party guarantor of the Guaranty Obligations, or whether the Borrower or any other Loan Party Guarantor is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge the Credit Agreement, any Secured Cash Management Agreement the Notes, the other Loan Documents or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, or any extension or renewal of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsGuaranty Obligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any the Credit Agreement, the Notes or the other Loan Document, any Secured Hedge Agreement or any Secured Cash Management AgreementDocuments, including, without limitation, any increase in the Guaranteed Guaranty Obligations resulting from the extension of additional credit to any the Borrower under the Credit Agreement or the Other Loan Party or any of its Subsidiaries or otherwiseDocuments; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release release, or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Guaranty Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Guaranty Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Guaranty Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of the Borrower, any Loan Party other Guarantor or any other guarantor of its Subsidiariesthe Guaranty Obligations; (e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any Loan Party other Guarantor or any other guarantor of its Subsidiaries;the Guaranty Obligations; or (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that which might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party other Guarantor or any other guarantor or suretyof the Guaranty Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guaranty Obligations is rescinded or must otherwise be returned by any Secured Party of the Administrative Agent, Lenders or other Persons holding any other Person of the Guaranty Obligations upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and each such Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from this Guaranty or any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party the Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Lender, as the case may be (such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties Lender to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement Credit Agreement or any other guaranty guarantee or agreement or of the release or reduction of the liability of any Guarantor of the other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations; or or (h) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by any Secured Party the Lender) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Lender or by any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each (a) Subject to Section 1, the Guarantor guarantees that that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with the terms of the Loan Documentstheir terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party of the Guaranteed Parties with respect thereto. The . (b) No invalidity, irregularity, voidability, voidness or unenforceability of, or default under, the Loan Agreement or any other Basic Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of each any security therefor shall affect, impair or be a defense to this Guaranty. (c) This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or of the Borrower, and the obligations of the Originators, the Servicer and any other Obligations of Person (including any other Loan Party guarantor under or in respect of the Loan Basic Documents), any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Person (including any other guarantor under the Basic Documents) or whether the Borrower or any other Loan Party Person (including any other guarantor under the Basic Documents) is joined in any such action or actions. . (d) The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party; (bi) any change in the time, manner manner, place or place terms of payment or performance of, and/or any change or in any other term extension of the time of payment, performance, renewal or alteration of, all or any part of the Guaranteed Obligations Obligations, any security therefor or any other Obligations of any other Loan Party under liability incurred directly or indirectly in respect of the Loan Documentsthereof, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of of, or any consent to a departure from any the terms of, the Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreementother Basic Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; ; (cii) any sale, taking, exchange, release release, surrender, or non-realization upon any property at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset against, or failure to perfect, or continue the perfection of, any lien in any such property, or delay in the perfection of any Collateral or any other collateralsuch lien, or any taking, release or amendment or waiver of, or consent to a departure fromfrom the terms of, any other guaranty, guaranty for all or any part of the Guaranteed Obligations; ; (diii) any exercise or failure to exercise any rights against the Borrower or any other Person (including the Guarantor and any other guarantor under the Basic Documents); (iv) any settlement or compromise of any Guaranteed Obligation, any security therefor or any liability incurred directly or indirectly in respect thereof; (v) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any part of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; the Borrower; (evi) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower; or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hvii) any other agreements or circumstance (including, without limitation, of any statute of limitations) or any existence of or reliance on any representation by any Secured Party that nature whatsoever which might otherwise constitute a defense available to, or a discharge of, any Loan Party this Guaranty and/or the obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other Person (including any other guarantor under the Basic Documents) of any of their respective obligations under or surety. related to any of the Basic Documents. (e) The Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid. (f) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at claim is ever made upon any time of the Guaranteed Parties for repayment or recovery of any amount or amounts received by such Guaranteed Party in payment or on account of any of the Guaranteed Obligations is rescinded and such Guaranteed Party repays all or must otherwise be returned part of said amount by reason of any Secured judgment, decree or order of any court or administrative body having jurisdiction over such Guaranteed Party or its property, or any other Person settlement or compromise of any such claim effected by such Guaranteed Party with any such claimant (including the Borrower), and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the insolvencyGuarantor, bankruptcy notwithstanding any revocation hereof or reorganization the cancellation of any note or other instrument evidencing any Guaranteed Obligation, and the Borrower Guarantor shall be and remain liable to the Guaranteed Parties hereunder for the amount so repaid or any other Loan Party or otherwise, all recovered to the same extent as though if such payment amount had not never originally been madereceived by the Guaranteed Parties.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than payment of the Obligations to the extent of such payment) it may now have or hereafter acquire in any way relating to, any or all of the following, to the maximum extent allowed under applicable law: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Documents or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Agent or Lenders to disclose such information); provided, that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document including payment in full of the Obligations; (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than payment in full of the Guaranteed Obligations; provided, that each Guarantor shall have any contractual defenses that the applicable Loan Party has under any Loan Document. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Agent or any Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under the Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries; (f) any failure of any Secured Party Lender to disclose to the Borrower or any Loan Party of the Guarantors any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter in the future known to such Secured Party any Lender (each Guarantor waiving any duty on the part of the Secured Parties Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The To the fullest extent permitted by applicable law, the liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its 2020 Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the 2020 Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2020 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture and the 2020 Notes as a result of additional credit to further issuances, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the 2020 Notes of the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the 2020 Notes; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Noteholder or any other Person person or entity upon the insolvency, bankruptcy or reorganization of the Borrower Issuer or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents and any Hedge Contracts with Swap Counterparties (collectively, the “Guaranteed Documents”), regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect theretothereto but subject to Section 2(b) above. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Guaranteed Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Borrower, any Guarantor or any other Loan Party Person or whether the Borrower Borrower, any Guarantor or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably and unconditionally waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Guaranteed Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement Documents or any Secured Cash Management Agreement agreement or instrument relating to Hedge Contract with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Document or any Secured Cash Management Agreementagreement or instrument relating to any Hedge Contract with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party other Person under the Loan Guaranteed Documents or any other assets of any Loan Party the Borrower or any of its Subsidiariesother Person; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiariesother Person; (f) any failure of any Secured Party Lender, the Administrative Agent, the Issuing Lender or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party the Administrative Agent, the Issuing Lender, any Lender or any other Beneficiary (and each Guarantor waiving hereby irrevocably waives any duty on the part of the Secured Parties any Beneficiary to disclose such information); (g) the failure any signature of any other Person to execute officer of the Borrower being mechanically reproduced in facsimile or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madePerson.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under the 2025 Notes, the Exchange Securities or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan DocumentsIndenture, any Secured Hedge Agreement the 2025 Notes, the Exchange Securities or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture, the 2025 Notes or the Exchange Securities; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture, the 2025 Notes or the Exchange Securities as a result of additional credit to any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the 2025 Notes, the Exchange Securities, the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture, the 2025 Notes and the Exchange Securities; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. This Guaranty shall continue to be effective or be reinstated, as other right which the case Guarantor may be, if have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeunrelated transaction.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Secured Party Lender with respect thereto. The Secured Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge provision under this Agreement, any Secured Cash Management Agreement Loan Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Secured Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesParty; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesParty; (f) any failure of the Administrative Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Secured Party Lender, as the case may be (each Guarantor waiving any duty on the part of the Secured Parties Administrative Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, including any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, in its capacity as a guarantor or surety (other than payment or performance). This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvencyPerson, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwisefor whatever reason, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or the Lenders with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Guaranty is a guaranty of payment and performance and not of collection. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to Borrower or any other Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesParty; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesParty; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement and the Loan Documents, regardless of any law, regulation or order law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Secured Party Lender with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyAgreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Guaranty is a present and continuing, absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guarantied Obligations. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives waives, to the extent permitted by applicable law, any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management this Agreement or any other agreement, document Loan Document or any agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Guarantied Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from this Agreement or any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Guarantied Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release release, subordination or non-perfection of any Collateral or any other collateralCollateral, or any taking, release release, subordination or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Guarantied Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Guarantied Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Guarantied Obligations or any other Obligations of any Loan Party under this Agreement or the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Holdings or any of its Subsidiaries or its assets or any resulting release or discharge of any Guarantied Obligation; (f) the existence of any claim, setoff or other right which any Guarantor may have at any time against any Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or with any unrelated transaction; (g) any provision of applicable law purporting to prohibit the payment or performance by any Loan Party of the Guarantied Obligations; (h) any failure of the Administrative Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Administrative Agent and the Lenders to disclose such information); (gi) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement Agreement or any other guaranty or agreement or the release release, subordination or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Guarantied Obligations; or (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Guarantied Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower Holdings or any other Loan Party of its Subsidiaries or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect theretothereto but subject to Section 2(b) above. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Loan Documentsconnection with any Interest Rate Contract, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Borrower, any other Guarantor or any other Loan Party Person or whether the Borrower Borrower, any other Guarantor or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Credit Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement Credit Documents or any Secured Cash Management Agreement agreement or instrument relating to Interest Rate Contract with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Credit Document or any Secured Cash Management Agreementagreement or instrument relating to Interest Rate Contract with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party other Person under the Loan Credit Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries; (f) any failure of any Secured Party Bank, the Administrative Agent, any Issuing Bank or any other Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party the Administrative Agent, any Issuing Bank, any Bank or any other Beneficiary (and each Guarantor waiving hereby irrevocably waives any duty on the part of the Secured Parties any Beneficiary to disclose such information); (g) the failure any signature of any other Person to execute officer of the Borrower being mechanically reproduced in facsimile or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madePerson.

Guaranty Absolute. Each Guarantor guarantees that the its Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Guaranteed Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty Article 10 are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this GuarantyArticle 10, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty Article 10 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way way, including relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Guaranteed Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Guaranteed Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Guaranteed Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the its Guaranteed Obligations or any other Secured Obligations of any Loan Party under the Loan Guaranteed Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. This Guaranty Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor’s Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law, regulation or order Legal Requirement now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Secured Party with respect theretothereto but subject to Section 2(b) above. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under the Credit Documents or in respect of the Loan Documentsconnection with any Hedging Arrangement, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each a Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Borrower, any other Guarantor or any other Loan Party Person or whether the Borrower Borrower, any other Guarantor or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Credit Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Hedging Arrangement with a Swap Counterparty or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement Credit Documents or any Secured Cash Management Agreement agreement or instrument relating to Hedging Arrangements with a Swap Counterparty, or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Credit Document or any Secured Cash Management Agreementagreement or instrument relating to Hedging Arrangements with a Swap Counterparty, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party other Person under the Loan Documents Credit Documents, any Hedging Arrangement with a Swap Counterparty or any other assets of any Loan Party the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate organizational structure or existence of any Loan Party the Borrower or any of its Subsidiaries; (f) any failure of any Lender, the Administrative Agent or any other Secured Party to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such the Administrative Agent, any Lender or any other Secured Party (and each Guarantor waiving hereby irrevocably waives any duty on the part of the any Secured Parties Party to disclose such information); (g) the failure any signature of any other Person to execute or deliver this Guaranty, any Guaranty Supplement officer of the Borrower or any other guaranty Guarantor being mechanically reproduced in facsimile or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as other Person (other than the case may be, if at any time any payment of any indefeasible repayment in full of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations).

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments or any Secured Hedge Agreement or any Secured Cash Management Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of of, as applicable, any Secured Lender Party or any Hedge Bank with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, Documents or any Secured Hedge Agreement or any Secured Cash Management Agreement Agreement, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, Document or any Secured Hedge Agreement, Agreement or any Secured Cash Management Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, Documents or any Secured Hedge Agreement or any Secured Cash Management Agreement in accordance with their respective terms, or any other amendment or waiver of or any consent to departure from any Loan Document, Document or any Secured Hedge Agreement or any Secured Cash Management AgreementAgreement in accordance with their respective terms, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty in accordance with its terms, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or under any Secured Hedge Agreement or under any Secured Cash Management Agreement or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Lender Party (each Guarantor waiving any duty on the part of the Secured Lender Parties to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety, except payment in full. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Lender Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its 2016 Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the 2016 Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2016 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture and the 2016 Notes as a result of additional credit to further issuances, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the 2016 Notes of the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the 2016 Notes; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Noteholder or any other Person person or entity upon the insolvency, bankruptcy or reorganization of the Borrower Issuer or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Bank with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party the Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any NEWY1\8114089.7 Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party Bank to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performancefinancial condition, properties assets or prospects of any other Loan Party now or hereafter known to such Secured Party Bank (each Guarantor waiving any duty on the part of the Secured Parties Banks to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Bank that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Bank or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Secured Party Lender with respect theretothereto but subject to Section 2(b) above. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower Borrower, any other Guarantor or any other Loan Party Person or whether the Borrower Borrower, any other Guarantor or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party other Person under the Loan Documents or any other assets of any Loan Party the Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Borrower or any of its Subsidiaries; (f) any failure of any Secured Party Beneficiary to disclose to the Borrower or any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured Party any Beneficiary (and each Guarantor waiving hereby irrevocably waives any duty on the part of the Secured Parties any Beneficiary to disclose such information); (g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madePerson.

Guaranty Absolute. Each Guarantor Party guarantees that the its Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor Party under or in respect of this Guaranty Article 7 are independent of the Guaranteed Obligations or any other Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce this GuarantyArticle 7, irrespective of whether any action is brought against the Borrower or any other Loan Borrower Party or whether the Borrower or any other Loan Borrower Party is joined in any such action or actions. The liability of each Guarantor Party under this Guaranty Article 7 shall be irrevocable, absolute and unconditional irrespective ofunconditional, and each Guarantor Party hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the its Guaranteed Obligations or any other Obligations of any other Loan Borrower Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the its Guaranteed Obligations resulting from the extension of additional credit to any Loan Borrower Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of security interest in or Lien on any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the its Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the its Guaranteed Obligations or any other Secured Obligations of any Loan Borrower Party under the Loan Documents or any other assets of any Loan Borrower Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Borrower Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Borrower Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Borrower Party now or hereafter known to such Secured Party (each Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the its Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Borrower Party or any other guarantor or suretysurety other than satisfaction in full of the Obligations. This Guaranty Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees agrees that its guarantee constitutes a guarantee of payment when due of the Guaranteed Obligations and not of collection, which will be paid strictly in accordance with the terms of the Loan Secured Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Subsidiary Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Secured Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Subsidiary Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Subsidiary Guaranty shall be joint and several, irrevocable, absolute and unconditional and shall not be affected or impaired by any circumstance or occurrence whatsoever irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full of the Guaranteed Obligations, the expiration or termination of the Aggregate Commitments, or the release of this Subsidiary Guaranty in accordance with any relevant release provisions in the Secured Documents) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) i. any lack of validity or enforceability enforceability, at any time, of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document (including this Subsidiary Guaranty) or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) ii. any change in the timetime (including by acceleration or otherwise), manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Secured Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Secured Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) iii. any taking, exchange, impairment, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) iv. any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Secured Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) v. any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) vi. any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information)Party; (g) vii. the failure of any other Person to execute or deliver this Subsidiary Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the Guaranteed Obligations; viii. any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Subsidiary Guaranty; ix. any payment made to any secured creditor on the Indebtedness which any Secured Party repays the Borrower or any other Secured Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceedings; x. any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor, or any lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be perfected; or (h) xi. any other circumstance (including, without limitation, any statute of limitations) ), any act or omission, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Subsidiary Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. For the avoidance of doubt, this paragraph shall survive the termination of this Subsidiary Guaranty.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Secured Party Lender with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of the Agent or any Secured Party Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Agent and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Credit Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Beneficiary with respect thereto. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party obligations the Company under or in respect of the Loan Credit Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Company or whether the Borrower or any other Loan Party Company is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Credit Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Company under or in respect of the Loan Credit Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Credit Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Company or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party the Company or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Company or any of its Subsidiaries; (f) any failure of any Secured Party Beneficiary to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Company now or hereafter known to such Secured Party Beneficiary (each the Guarantor waiving any duty on the part of the Secured Parties Beneficiaries to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any the Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Beneficiary that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Beneficiary or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party Guarantor, the Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor (a) The U.S. Borrower guarantees that all of the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order Requirements of Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Secured Party of the other Lender Parties with respect thereto. The Obligations of each Guarantor the U.S. Borrower under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party the Canadian Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor the U.S. Borrower to enforce this Guaranty, irrespective of whether any action is brought against the Canadian Borrower or any other Loan Party or whether the Canadian Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor the U.S. Borrower under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and each Guarantor the U.S. Borrower hereby irrevocably waives any defenses it may now have or may hereafter acquire in any way relating to, any or and all of the following: (ai) any lack of validity or enforceability of any of the Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Documents or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party the Canadian Borrower under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any of the Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, Documents (including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party the Canadian Borrower or any of its Subsidiaries or otherwise); (ciii) any taking, exchange, release or non-perfection nonperfection of any Collateral or any other collateralof the Collateral, or any taking, release or amendment or waiver of, or consent to departure from, the Subsidiaries Guaranty or any other guarantyguarantee, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party the Canadian Borrower under or in respect of the Loan Documents Documents, or any other property and assets of any Loan Party the Canadian Borrower or any of its Subsidiaries; (ev) any change, restructuring or termination of the corporate legal structure or existence of any Loan Party the Canadian Borrower or any of its Subsidiaries; (fvi) any failure of any Secured Party of the Lender Parties to disclose to any Loan Party the Canadian Borrower any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the Canadian Borrower now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information)Lender Party; (gvii) the failure of any other Person to execute or deliver this Guaranty, any the Subsidiaries Guaranty Supplement or any other guaranty guarantee or agreement or the release or reduction of liability of the Canadian Borrower or any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (hviii) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Administrative Agent or any Secured Party of the other Lender Parties) that might otherwise constitute a defense available to, or a discharge of, any Loan Party the U.S. Borrower or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Secured Party of the other Lender Parties or by any other Person upon the insolvency, bankruptcy or reorganization of the Canadian Borrower or any other Loan Party or otherwise, all as though such payment had not been made, and the U.S. Borrower hereby unconditionally and irrevocably agrees that it will indemnify the Administrative Agent and each of the other Lender Parties, upon demand, for all of the costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or such other Lender Party in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, a fraudulent transfer or a similar payment under any bankruptcy, insolvency or similar Requirements of Law.

Guaranty Absolute. Each Guarantor The Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Secured Party with respect thereto. The Obligations of the Borrower and each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party or any Specified Hedge Agreement Subsidiary under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor the Borrower or any Guarantor, as applicable, to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party or any Specified Hedge Agreement Subsidiary is joined in any such action or actions. The liability of the Borrower and each Guarantor Guarantor, other than Subsidiaries that are CFCs or Subsidiaries of Subsidiaries that are CFCs, under this Guaranty shall be irrevocableabsolute, absolute unconditional and unconditional irrevocable irrespective of, and the Borrower and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party or any Specified Hedge Agreement Subsidiary under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any Subsidiary Guaranty or any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party or any Specified Hedge Agreement Subsidiary under the Loan Documents Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries or any Specified Hedge Agreement Subsidiary or of any of its Subsidiaries; (f) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party or any Specified Hedge Agreement Subsidiary any information relating to the business, condition (financial or otherwise)condition, operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party Party, as the case may be (The Borrower and each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty guarantee or agreement or of the release or reduction of the liability of any Guarantor of the other Loan Parties, any Specified Hedge Agreement Subsidiary or any other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party Party) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Loan Party Party, any Specified Hedge Agreement Subsidiary or any other guarantor or suretysurety other than payment in full in cash of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any other Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party Party, any Specified Hedge Agreement Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Subsidiary Guarantor jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Collateral Agent and the Lenders with respect thereto. Each Subsidiary Guarantor agrees that this ARTICLE IX constitutes a guaranty of payment when due and not of collection and waives any right to require that any resort be made by the Collateral Agent or any Lender to any Collateral. The Obligations obligations of each Subsidiary Guarantor under or in respect of this Guaranty ARTICLE IX are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Subsidiary Guarantor to enforce this Guarantysuch obligations, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Subsidiary Guarantor under this Guaranty ARTICLE IX shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateralCollateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any manner of application of claim, set-off, defense or other right that any Subsidiary Guarantor may have at any time against any Person, including, without limitation, the Collateral Agent or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesLender; (e) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsParty; or (hf) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party the Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. This Guaranty ARTICLE IX shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party the Collateral Agent, the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party with respect thereto. The Obligations obligations of each Guarantor under or in respect of this Guaranty are joint and several and independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each any Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Person or whether the Borrower or any other Loan Party Person is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor relating thereto or any part of their respective Subsidiaries or Affiliates is or may become a partythe Guaranteed Obligations being irrecoverable; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Person under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement Documents or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; provided that this clause (b) shall not limit the terms of Section 10.01 of the Term Loan Agreement with respect to the Borrower; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesObligations; (e) any change, restructuring or termination of the corporate structure or existence of the Borrower, any other Loan Party Party, or any of its their respective Subsidiaries; (f) any failure of any Secured Lender Party to disclose to the Borrower or any Loan Party other Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Person now or hereafter in the future known to such Secured any Lender Party (and each Guarantor waiving hereby irrevocably waives any duty on the part of the Secured Parties any Lender Party to disclose such information); (g) any signature of any officer of the failure of Borrower or any other Person to execute being mechanically reproduced in facsimile or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligationsotherwise; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Lender Party that might otherwise constitute a defense available to, or a discharge of, the Borrower, any Loan Party other Guarantor or any other guarantor guarantor, surety or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any (other Loan Party or otherwise, all than Payment in Full (as though such payment had not been madedefined below)).

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the Loan Documentstheir respective terms, regardless of any law, regulation or order Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender with respect thereto. Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any of the Collateral, any other Person or any other security. The Obligations obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party Borrower under or in respect of the Loan DocumentsDocuments and any other obligations of any other guarantor or surety, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the any Borrower or any other Loan Party guarantor or surety or whether the any Borrower or any other Loan Party guarantor or surety is joined in any such action or actions. The liability obligations and liabilities of each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute absolute, independent and unconditional irrespective of, and each Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Documentof the Obligations, any Secured Hedge Agreement, any Secured Cash Management Agreement Loan Document or any other agreement, document or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Guaranteed Obligations Obligations, or any other Obligations of any other Loan Party under or in respect of the Loan Documentsamendment, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment modification or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement Document or any Secured Cash Management Agreementother agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries Borrower or otherwise; (c) any taking, exchange, compromise, subordination, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender; (e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to allow all or any of the Guaranteed Obligations, or any order or manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party Borrower, or any exercise of its Subsidiariesany other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral; (ef) any change, restructuring or termination of the corporate structure or other organizational structure, ownership or existence of any Loan Party or any of its SubsidiariesBorrower; (fg) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations; (h) any failure of any Secured Party Lender to disclose to any Loan Party Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party Borrower now or hereafter known to such Secured Party Lender (each Guarantor waiving any duty on the part of the Secured Parties Lenders to disclose such information); (gi) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement agreement, or the release or reduction of liability of any Guarantor or other guarantor guarantor, surety or surety obligor with respect to the Guaranteed ObligationsObligations or any part thereof; or (hj) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party Lender that might otherwise constitute a defense available to, or a discharge of, any Loan Party Borrower or any other guarantor or suretysurety other than the defense of payment or performance of the Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Lender or any other Person upon the insolvency, bankruptcy or reorganization of the any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each of Holdings and each Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each of Holdings and each Subsidiary Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreement Agreements or any Secured Cash Management Agreement Agreements, and a separate action or actions may be brought and prosecuted against each of Holdings and each Subsidiary Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety. The liability of each of Holdings and each Subsidiary Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each of Holdings and each Subsidiary Guarantor hereby irrevocably waives any defenses (other than a defense of payment in full) it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Interest Rate/Currency Agreement, any Secured Commodity Hedge Agreement or Secured Cash Management Agreement or any term or provision thereof or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreement Agreements or any Secured Cash Management Agreement Agreements, or any other amendment or waiver of or any consent to departure from any Loan DocumentDocuments, any Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreement Agreements or any Secured Cash Management AgreementAgreements, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements or any other assets Property of any Loan Party or any of its SubsidiariesParty; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its SubsidiariesParty; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties Properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each of Holdings and each Subsidiary Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this GuarantyAgreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of Holdings or any Subsidiary Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, including any statute of limitations) ), whether or not similar to any of the foregoing, or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or suretysurety other than payment in full of the Guaranteed Obligations. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, (a) The Guarantor’s obligations under this Guaranty are absolute and unconditional regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect theretoNoteholder under its Notes or the Indenture. The Obligations obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party the Issuer, the Issuer’s Subsidiaries or the Guarantor’s Subsidiaries under or in respect of the Loan Documents, any Secured Hedge Agreement Indenture and the Notes or any Secured Cash Management Agreement other document or agreement, and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party Issuer or whether the Borrower or any other Loan Party Issuer is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which of the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyTransaction Documents; (bii) any provision of applicable Law or regulation purporting to prohibit the payment by the Issuer of any amount payable by it under the Indenture and the 2014 Notes; (iii) any provision of applicable Law or regulation purporting to prohibit the payment by the Guarantor of any amount payable by it under this Guaranty; (iv) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations obligations of any other Loan Party person or entity under or in respect of the Loan Transaction Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Transaction Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from obligations of the extension Issuer under the Indenture and the Notes as a result of additional credit to further issuances, any Loan Party or any rescheduling of its Subsidiaries the Issuer’s obligations under the Notes of the Indenture or otherwise; (cv) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guarantyguaranty or agreement similar in function to this Guaranty, for all or any of the Guaranteed Obligationsobligations of the Issuer under the Indenture or the Notes; (dvi) any manner of application of Collateral or any other collateral, or proceeds thereof, to allow any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its SubsidiariesNoteholder; (evii) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Issuer or the Guarantor or any Subsidiary thereof or any change in the name, purposes, business, capital stock (including ownership thereof) or constitutive documents of its Subsidiariesthe Issuer or the Guarantor; (fviii) any failure of any Secured Party the Trustee to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Issuer or any other Loan Party now or hereafter known to such Secured Party of its Subsidiaries (each the Guarantor hereby waiving any duty on the part of the Secured Parties Trustee or any Noteholders to disclose such information); (gix) the failure of any other Person person or entity to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; orIndenture; (hx) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Trustee or any Secured Party Noteholder that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Issuer or the Guarantor or any other guarantor party; or (xi) any claim of set-off or surety. other right which the Guarantor may have at any time against the Issuer or the Trustee, whether in connection with this transaction or with any unrelated transaction. (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party Noteholder or any other Person person or entity upon the insolvency, bankruptcy or reorganization of the Borrower Issuer or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made.

Guaranty Absolute. Each The Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan DocumentsDocuments and Section 2 of 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 any Secured Party the Agent or the Lenders with respect thereto. The Obligations of each the Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire have in any way relating to, any or and all of the following: (ai) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured Cash Management Agreement Document or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries the Borrower or otherwise; (ciii) any taking, exchange, release or non-perfection nonperfection of any Collateral or any other collateralCollateral, or any taking, release or release, amendment or waiver of, of or consent to departure from, from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of Collateral or any other collateralCollateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiariesthe Borrower; (ev) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries; (f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed ObligationsBorrower; or (hvi) any other circumstance (including, without limitation, any statute of limitations) limitations or any existence of or reliance on any representation by the Agent or any Secured Party Lender) that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Borrower or any a guarantor, other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any than payment of any in full in cash of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been madeObligations.

Guaranty Absolute. Each The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with as, when and to the terms extent payable by the FSB or OLS. The obligations of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan DocumentsObligations, any Secured Hedge Agreement or any Secured Cash Management Agreement and a separate action or actions may be brought and prosecuted against each the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower FSB or any other Loan Party OLS or whether the Borrower FSB or any other Loan Party OLS is joined in any such action or actions. The liability of each the Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of any Loan Document, any Secured Hedge Agreement, any Secured the Cash Management Collateral Agreement or any other agreement, document agreement or instrument to which the Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates is or may become a partyrelating thereto; (b) any compromise or settlement of, or any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement or any other amendment or waiver of or any consent to departure from any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwiseObligations; (c) any taking, exchange, release or non-perfection of any Cash Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of Cash Collateral or any other collateral, or proceeds thereof, to allow all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Cash Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party the Guarantor, the FSB, OLS or any of its their respective Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party the Guarantor, the FSB, OLS or any of its their respective Subsidiaries; (f) any failure of OTS or any Secured Guaranteed Party to disclose to any Loan Party the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party the FSB or OLS now or hereafter known to such Secured OTS or such Guaranteed Party (each the Guarantor waiving any duty on the part of OTS and the Secured Guaranteed Parties to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by OTS or any Secured Guaranteed Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party the Guarantor or any other guarantor or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower FSB, OLS or any other Loan Party the Guarantor or otherwise, all as though such payment had not been made.