Common use of Guaranty Absolute Clause in Contracts

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Subsidiary LC Obligations will be paid strictly in accordance with the terms of this Agreement hereof regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender LC Issuer with respect thereto. The obligations of the Company under this Guaranty hereunder are independent of the Guaranteed Subsidiary LC Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under guaranty contained in this GuarantySection 2.12, irrespective of whether any action is brought against any Borrower LC Subsidiary or whether any Borrower LC Subsidiary is joined in any such action or actions. The liability of the Company under the guaranty contained in this Guaranty Section 2.12 shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or any of the Notes, Subsidiary LC Obligations or any other agreement or instrument relating theretothereto against any LC Subsidiary or any other Person; (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 Designated Subsidiary under this Agreement or the NotesLC Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, herefrom with respect to Letters of Credit issued for the account of an LC Subsidiary including, without limitation, any increase in the Guaranteed Subsidiary LC Obligations resulting from the extension Issuance of additional credit Letters of Credit beyond the aggregate limitation specified in Section 2.01 hereof to any Designated Subsidiary or any of its and all LC Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary LC Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Subsidiary LC Obligations, or any manner of sale or other disposition of any collateral for all or any of the Subsidiary LC Obligations or any other assets of an LC Subsidiary; (e) any change, restructuring or termination of the corporate structure or existence of any Designated an LC Subsidiary or any LC Subsidiary’s lack of its Subsidiaries; (e) any failure of the Agent corporate power or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)authority; or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretya third party guarantor. This Guaranty The guaranty provided in this Section 2.12 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Subsidiary LC Obligations is rescinded or must otherwise be returned by the Agent or any Lender LC Issuer upon the insolvency, bankruptcy or reorganization of any Designated an LC Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Administrative Agent or any Lender the Lenders with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Sprint Capital or whether any Borrower Sprint Capital is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretohereto; (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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries Sprint Capital or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Sprint Capital; or (fe) 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 Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Company, Sprint Capital 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Sprint Capital or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsLease. The liability and responsibilities of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, and the Company hereby irrevocably waives shall not be subject to any defenses it may now or hereafter have in any way relating tocounterclaim, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notessetoff, or any other agreement deduction and shall not be released, discharged, affected or instrument relating thereto; impaired by (bi) any change in the time, manner manner, or place of payment of, or in any other term of, all or performance of any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure Lease, (ii) any release or existence discharge of Tenant in any bankruptcy, receivership or other similar proceedings, (iii) the impairment, limitation or modification of the liability of Tenant or the estate of Tenant in bankruptcy or of any Designated Subsidiary remedy for the enforcement of Tenant's liability under the Lease, resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, the rejection or disaffirmance of its Subsidiaries; the Lease in any such proceedings, or the assignment or transfer of the Lease by Tenant, (eiv) any failure of the Agent failure, omission or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty delay on the part of Landlord, to enforce, assert or exercise any right, power or remedy conferred on or available to Landlord in or by the Agent Lease or this Guaranty, or any action on the part of Landlord granting indulgence or extension in any form whatsoever or any invalidity, irregularity or unenforceability as to Tenant of all or any part of the Guaranteed Obligations or any security therefore, (v) the waiver by Landlord of the performance or observance by Tenant or Guarantor of any of the agreements, covenants, terms or conditions contained in the Lease or this Guaranty, (vi) any merger, consolidation, reorganization or similar transaction involving Tenant even if Tenant is a disappearing party in such transaction, (vii) the inability of Landlord or any Tenant to enforce any provision of the Lease for any reason, (viii) any change in the corporate relationship between Tenant and Guarantor or any termination of such relationship, (ix) any change in the ownership of all or any part of the member interests of Tenant, (x) the inability of Tenant to perform, or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute release of limitations) Tenant or any existence of or reliance on any representation by Guarantor from the Agent or any Lender that might otherwise constitute a defense available to, or a discharge performance of, any Designated Subsidiary obligation, agreement, covenant, term or condition under the Company Lease or this Guaranty by reason of any law, regulation or decree, now or hereafter in effect, (xi) any merger of the leasehold estate of Tenant with the fee estate or any other guarantor estate in the Leased Property, or surety(xii) any disability or other defense of Tenant. This Guaranty Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments, or other covenants with respect to the Lease as they may deem appropriate and Guarantor shall not be released thereby, but shall continue to be effective fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so modified, extended 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madeamended.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full) it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary Borrower under or in respect of this Agreement or and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Borrower or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary Borrower now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Guarantied Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Borrowing Subsidiary or any of its Subsidiaries;Account Subsidiary; or (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Borrowing Subsidiary or the Company Account Subsidiary or any other guarantor or suretyguarantor. This Guaranty 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 any Bank or the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. This Guaranty is irrevocable, absolute and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. The obligations of the Company Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payment of, or in any other term of, all or of any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseIndenture; (c) the failure to give notice to the Guarantor of the occurrence of a default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (f) any change in the corporate or other structure, or termination, dissolution, consolidation or merger of the Company or the Guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or the Guarantor, the marshaling of the assets and liabilities of the Company or the Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustments of, or other similar proceedings affecting the Company or the Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any the Guarantor, other guarantor than performance in full of the Guaranteed Obligations for the payment of money; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Guaranty shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. This Indenture Guarantee is irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. The Guarantor further agrees that this Indenture Guarantee constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company Guarantor under this Guaranty Indenture Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this GuarantyIndenture Guarantee, irrespective of whether any action is brought against any Borrower the Company or whether any Borrower the Company is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Indenture Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement the Indenture or the Notes, Securities with respect to the Company or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Indenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of an Event of Default under the provisions of the Indenture or the Securities; (d) any taking, exchange, release or nonperfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in the Indenture or the Securities; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or the Guarantor with or into any other circumstance (includingentity, without limitationthe voluntary or involuntary liquidation, any statute dissolution, sale or other disposition of limitations) all or substantially all the assets of the Company or the Guarantor, the marshaling of the assets and liabilities of the Company or any existence guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or reliance on any representation by readjustment of, or other similar proceedings affecting the Agent Company or the Guarantor, or any Lender of the assets of either of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in the Indenture or the Securities to any other Person; or (h) any other event or circumstance, whether foreseen or unforeseen and whether similar or dissimilar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any the Guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to the Indenture or suretythe Securities. This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Section 1.3 below, and Section 8.01(b) of the Indenture, the obligations of the Guarantor under this Indenture Guarantee shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any Borrower applicable Designated Borrower, any other Loan Party or whether such Designated Borrower, any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower, Loan Party or Subsidiary or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower, 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; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower, Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any set-offs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Performance Guarantor, on and after the Effective Date guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms terms, provided, however, nothing herein shall be construed to require the Performance Guarantor to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Performance Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Wyndham, Trendwest, the Servicer or the Issuer, or whether any Borrower Wyndham, Trendwest, the Servicer or the Issuer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. The Performance Guarantor agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement or any of the Notes, or any other agreement or instrument relating theretoTransaction Documents; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwisethe Transaction Documents; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Wyndham, Trendwest, the Servicer or the Issuer, as the case may be; (v) any change, restructuring or termination of the corporate or other structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of Wyndham, Trendwest, the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent Servicer or the Lenders to disclose such information)Issuer; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge ofof Wyndham, any Designated Subsidiary Trendwest, the Servicer or the Company Issuer or any other guarantor its affiliates 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 the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Wyndham, Trendwest, the Servicer or the Issuer or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Designated Subsidiary or whether any Borrower Designated Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries;Subsidiary; or (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial conditionother circumstance, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) limitations to the fullest extent permitted by applicable law or any existence of or reliance on any representation by the Agent or any Lender Lender) that might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Subsidiary or the Company 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 of the Lenders or the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Guaranteed Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Collateral Agent or any Lender the Purchasers with respect thereto. The obligations of the Company Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guarantysuch obligations, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, Notes or any other agreement or instrument relating theretoto any Guaranteed Obligation; (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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Notes, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral (as defined in the Pledge Agreement), 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 change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Company; or (fe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any Lender the Company that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Collateral Agent, any Purchaser or any Lender other entity upon the insolvency, bankruptcy or reorganization of the Company or otherwise (and whether as a result of any Designated Subsidiary demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Note or any other agreement or instrument relating 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 Designated Subsidiary other Borrower under or in respect of this Agreement or the Notesany Note, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary other Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary other Borrower or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary Borrower any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Borrower now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); (f) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; (g) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement or the Notes or any other assets of any Borrower or any of its Subsidiaries; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 any Lender or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwiseother Borrower, all as though such payment had not been made.

Guaranty Absolute. The Each of the Company and the Borrowing Subsidiaries guarantees that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations, as the case may be, will be paid strictly in accordance with the terms of this Agreement hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Bank with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty with regard to the Guaranteed Obligations of each Borrower, and the liability of each Borrowing Subsidiary under this guaranty with regard to the Subsidiary Guaranteed Obligations of each other Borrowing Subsidiary, shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of authorization, execution, validity or enforceability or any illegality of such Borrower to become a Borrower hereunder, this Credit Agreement or and any amendment hereof (with regard to such Guaranteed Obligations and the NotesSubsidiary Guaranteed Obligations, as the case may be), or any other obligation, agreement or instrument relating theretothereto (it being agreed by the Company and each Borrowing Subsidiary that the Guaranteed Obligations and the Subsidiary Guaranteed Obligations shall not be discharged prior to the final and complete satisfaction of all of the Obligations of the Borrowers) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals; (b) the Agent's or any Bank's exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or the Subsidiary Guaranteed Obligations, as the case may be, or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be, including (i) any suspension of the Agent's or any Bank's right to enforce against any other Borrower of the Guaranteed Obligations or the Subsidiary Guaranteed Obligations, as the case may be, or (ii) 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 Designated Subsidiary under this Agreement such Borrower or the Notes, Subsidiary Guaranteed Obligations of such Borrowing Subsidiary or any other amendment or waiver of or any consent to departure from this Credit Agreement or the other Loan Documents (with regard to such Guaranteed Obligations and Subsidiary Guaranteed Obligations) or any Note, including, without limitation, other agreement or instrument governing or evidencing any increase in of the Guaranteed Obligations resulting from or Subsidiary Guaranteed Obligations, as the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwisecase may be; (c) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed ObligationsObligations of such Borrower or the Subsidiary Guaranteed Obligations of such Borrowing Subsidiary; (d) any change, restructuring or termination change in ownership of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariessuch Borrower; (e) any failure acceptance of any partial payment(s) from such Borrower; (f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver or trustee for all or any part of any Borrower's assets; (g) any assignment, participation or other transfer, in whole or in part, of the Agent Agent's or any Lender to disclose to the Company Bank's interest in and rights under this Credit Agreement or any Designated Subsidiary other Loan Document, or of the Agent's or any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or Bank's interest in the future known to obligations or the Agent Guaranteed Obligations or such LenderSubsidiary Guaranteed Obligations, as the case may be be; (h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Company waiving any duty on the part of the Agent Obligations or the Lenders Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; (i) the Agent's or any Bank's vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy or reorganization case related to disclose such information)the Obligations or the Guaranteed Obligations or Subsidiary Guaranteed Obligations, as the case may be; or (fj) any other circumstance (includingaction or circumstance, without limitationother than payment, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Designated such Borrower in respect of its Guaranteed Obligations or Subsidiary or Guaranteed Obligations, as the Company or any other guarantor or suretycase may be. This Guaranty guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of Guaranteed Obligation or Subsidiary Guaranteed Obligations, as the Guaranteed Obligations case may be, is rescinded or must otherwise be returned by the Agent or any Lender Bank upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The This Subsidiaries' Guaranty is a guaranty of payment and not of collectability and is in no way conditioned or contingent upon any attempt to collect from or enforce performance or compliance by the Company guarantees that or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually, fully and irrevocably to pay such amounts to the Purchaser hereunder as and when the same shall become due and payable, even if such failure or inability shall not constitute an "Event of Default" under any Financing Document, the Guarantors, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts (together with interest to the extent provided for under such Financing Document) to such Purchaser and to the holders of the Notes or other Persons entitled thereto under the terms of such Financing Document, in lawful money of the United States, at the place specified in the Note Purchase Agreement; and each Guarantor hereby independently promises to pay to such Purchaser and to each holder of the Notes all amounts when due with respect to the Guaranteed Obligations will be to the extent not theretofore irrevocably duly paid strictly in accordance with by the terms Company. The obligations of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights each Guarantor hereunder are independent of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Note Purchase Agreement and the Notes, and a separate action or actions proceeding may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of any Guarantor whether any or not action is brought against any Borrower the Company and whether or whether any Borrower not the Company is joined in any such action or actionsproceeding. The Each Guarantor hereby agrees that, to the fullest extent permitted by applicable law, the liability of the Company such Guarantor under this Subsidiaries' Guaranty shall be irrevocable, absolute and unconditional unconditional, and shall not be affected or released in any way, irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack extension, renewal, settlement, compromise, waiver or release in respect of validity or enforceability any obligation of this Agreement or the Notes, or Company under any other agreement or instrument relating theretoFinancing Document; (b) any change in the time, manner modification or place of payment amendment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitationsupplement to, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseFinancing Document; (c) any takingadjustment, waiver, amendment, consent to departure, settlement, indulgence, forbearance, termination, release or amendment compromise that might be granted or waiver given by the holders of the Notes to the Company or consent to departure from any Guarantor or any other guaranty, for all or any of Person liable on the Guaranteed Obligations; (d) any changethe insolvency, restructuring bankruptcy, suspension of payments, arrangement, adjustment, composition, liquidation, disability or termination lack of power of the corporate structure Company or existence any Guarantor or any other Person at any time liable for the payment of all or part of the Guaranteed Obligations or any dissolution of the Company, any Guarantor or any other Person liable for payment of the Guaranteed Obligations or any sale, lease or transfer of any Designated Subsidiary or all of the assets of the Company, any Guarantor or any other Person liable for payment of its Subsidiariesthe Guaranteed Obligations, or any changes in the shareholders, partners or any reorganization of the Company, any Guarantor or any other Person liable for payment of the Guaranteed Obligations; (e) any failure change in the corporate existence, structure or ownership of the Agent or any Lender to disclose to the Company or any Designated Subsidiary Guarantor or any information other Person, or any insolvency, bankruptcy, suspension of payments, reorganization or other similar proceeding affecting the Company, any Guarantor or any other Person or its assets; (f) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Company, the holders of the Notes or any other Person, whether or not arising in connection with this Subsidiaries' Guaranty, or any Financing Document; provided, however, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (g) any invalidity or unenforceability relating to or against the financial conditionCompany for any reason under any Financing Document, operations, properties or prospects any provision of applicable law or any regulation purporting to prohibit the payment by the Company of any Designated Subsidiary now Guaranteed Obligation; (h) any act or in omission to act or delay of any kind by the future known to Company, any holder of a Note or any other Person or any other circumstance whatsoever that might, but for the Agent provisions of this paragraph, constitute a legal or such Lenderequitable discharge of any Guaranteed Obligation; (i) any failure, as the case may be (the Company waiving any duty omission or delay on the part of the Agent Company to conform or comply with any term of any Financing Agreement, or any failure, omission or delay on the Lenders part of the holder of any of the Notes to disclose such information)enforce, assert or exercise any right, power or remedy conferred on it in this Subsidiaries' Guaranty; (j) any limitation on the liability or obligations of the Company or any other Person under any Financing Document, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any Financing Document; or (fk) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a legal or equitable defense available to, or discharge of the liabilities of a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretysurety or that might otherwise limit recourse against any Guarantor. This Subsidiaries' Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations Obligation, or any part thereof, is rescinded or reduced in amount or must otherwise be restored or returned by the Agent or any Lender holders of the Notes upon the insolvency, bankruptcy bankruptcy, suspension of payments or reorganization of the Company, or any Designated Subsidiary Guarantor or any other Person or otherwise, all as though such payment had not been made. The obligations of each Guarantor under this guaranty shall not be affected by the amount of credit that may be extended to the Company, the number of transactions with the Company, any repayment by the Company to the holders of the Notes other than the full and final payment of all of the Guaranteed Obligations, allocation by the holders of the Notes of any repayment, any compromise or discharge of the Guaranteed Obligation, or any further advances to the Company, or for any other reason. Each Guarantor agrees that this Subsidiaries' Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations.

Guaranty Absolute. The Company guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Administrative Agent or any Lender the Lenders with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Sprint Capital or whether any Borrower Sprint Capital is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and and, to the maximum extent permitted by law, the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretohereto; (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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries Sprint Capital or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Sprint Capital; or (fe) 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 Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Company, Sprint Capital 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Sprint Capital or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, the Notes and the other Loan Documents, as applicable, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and Agreement, the NotesNotes or any other Loan Document, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary Borrower under or in respect of this Agreement Agreement, the Notes or the Notesany other Loan Document, or any other amendment or waiver of or any consent to departure from this Agreement Agreement, any Note or any Noteother Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Borrower or any of its Subsidiaries; (ef) any failure of the Administrative Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary Borrower now or in the future hereafter known to the Administrative Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Administrative Agent or and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or any other guarantor or surety with respect to the Guaranteed Obligations; or (fh) 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 Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Noteholders with respect thereto. The obligations of the Company each Guarantor under this Guaranty Section 18 are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company each Guarantor to enforce the obligations of the Company under this Guarantysuch obligations, irrespective of whether any action is brought against any Borrower Company or whether any Borrower Company is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty Section 18 shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Note Document or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteNote Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries Company or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Guarantor; or (fe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Noteholders that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Guarantor, any Company or any other guarantor or surety. This Guaranty Section 18 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 Noteholders or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwiseother Person, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Guarantor under this Guaranty its Securities Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce the obligations of the Company under this Guarantyits Securities Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Securities Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Securities with respect to the Company or any other Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Guarantor, the marshaling of the assets and liabilities of the Company or any Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Securities Guarantee of each Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy 94 95 or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Indenture for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article V of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Securities Guarantee.

Guaranty Absolute. The Company guarantees that Subject to the Guaranteed Obligations will be paid strictly in accordance with last sentence of Section 2, the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all nothing whatever except actual full payment to Consumers of the followingGuaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor's liability hereunder. Without limiting the generality of the foregoing, Guarantor's liability hereunder shall be unaffected by: (a) The occurrence or continuance of any lack event of validity bankruptcy, reorganization or enforceability insolvency with respect to Seller or any disallowance of this Agreement all or any portion of any claim by Consumers, its successors or permitted assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Consumers as a preference payment or fraudulent transfer under the Federal Bankruptcy Code or any applicable law, or the Notesdissolution, liquidation or any other agreement winding up of Guarantor or instrument relating theretoSeller; (b) Any amendment, supplement, reformation or other modification of the Power Purchase Agreement; (c) The exercise, non-exercise or delay in exercising, by Consumers or any other Person, of any of their rights under this Guaranty or the Power Purchase Agreement; (d) Any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of of, or any consent to departure from this depart from, the Power Purchase Agreement or any Noteother agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary document or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariesinstrument relating thereto; (e) Any permitted assignment or other transfer of rights under this Guaranty by Consumers, or any failure permitted assignment or other transfer of the Agent or Power Purchase Agreement, including any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, assignment as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); orsecurity for financing purposes; (f) Any merger or consolidation into or with any other circumstance entity, or other change in the corporate existence or cessation of existence of, Seller or Guarantor; (includingg) Any change in ownership or control of Guarantor or Seller; (h) Any sale, without limitation, transfer or other disposition by Guarantor of any statute direct or indirect interest it may have in Seller; (i) The inaccuracy of limitationsany of the representations and warranties of Seller under the Power Purchase Agreement; (j) or The absence of any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available notice to, or a discharge knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses; (k) The failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Designated Subsidiary Person; (l) Any substitution, modification, exchange, release, settlement or the Company compromise of any security or any other guarantor collateral for or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment guaranty of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent failure to apply such security or collateral or failure to enforce such guaranty; (m) The existence of any claim, set-off, or other rights which Guarantor or any Lender upon Affiliate thereof may have at any time against Consumers or any Affiliate thereof; (n) The genuineness, validity, regularity, or enforceability of this Guaranty, the insolvencyPower Purchase Agreement or any other agreement, document or instrument related to the transactions contemplated hereby or thereby; and (o) Any other circumstances which might otherwise constitute a defense to, or discharge of, Guarantor or Seller in respect of the Guaranteed Obligations or a legal or equitable discharge of Seller in respect thereof, including, a discharge as a result of any bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madesimilar law.

Guaranty Absolute. The Company Each Subsidiary Guarantor guarantees that the Guaranteed Indenture Obligations will shall be paid or performed strictly in accordance with the terms of the Notes and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Notes and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Guarantor or whether the Company or any Borrower other Subsidiary Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Guarantor under this its Subsidiary Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other Subsidiary Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any guarantor with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor, the marshalling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of the Subsidiary Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes. This Guaranty The Subsidiary Guarantee of each Subsidiary Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, 100 bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Subsidiary Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Guarantor on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of each Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of its Subsidiary Guarantee.

Guaranty Absolute. The Company Guarantor guarantees that the ----------------- Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Purchaser with respect thereto. The obligations Obligations of the Company Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of the Company or any Designated Subsidiary other Obligor under this Agreement and the NotesNote Documents, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against the Company or any Borrower other Obligor or whether the Company or any Borrower other Obligor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, Note Documents or any other agreement or instrument relating 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 Designated Subsidiary other Obligor under this Agreement or the NotesNote Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Note Documents, including, without limitation, any increase in the Guaranteed Obligations resulting from the issue of Rollover Notes or the extension of additional credit to any Designated Subsidiary Obligor or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary the Company or any of its Subsidiaries;; or (e) any failure of the Agent or any Lender Purchaser to disclose to the Company or any Designated Subsidiary the Guarantor any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary other Obligor now or in the future known to the Agent or such Lender, as the case may be any Purchaser (the Company Guarantor waiving any duty on the part of the Agent or the Lenders Purchasers to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Purchaser that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Company, 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 the Agent any Purchaser or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Performance Guarantor, on and after the Effective Date guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms terms, provided, however, nothing herein shall be construed to require the Performance Guarantor to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Performance Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Wyndham, Trendwest, the Servicer or the Issuer, or whether any Borrower Wyndham, Trendwest, the Servicer or the Issuer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. The Performance Guarantor agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement or the Notes, or any other agreement or instrument relating theretoIndenture; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseIndenture; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Wyndham, Trendwest, the Servicer or the Issuer, as the case may be; (v) any change, restructuring or termination of the corporate or other structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of Wyndham, Trendwest, the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent Servicer or the Lenders to disclose such information)Issuer; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge ofof Wyndham, any Designated Subsidiary Trendwest, the Servicer or the Company Issuer or any other guarantor its affiliates 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 the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Wyndham, Trendwest, the Servicer or the Issuer or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Wyndham Destinations guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Purchase Agreement and the Sale and Assignment Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting 181 any of such terms terms; provided, however, nothing herein shall be construed to require Wyndham Destinations to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Wyndham Destinations under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Wyndham Destinations to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower the Seller or the Assignor, or whether any Borrower the Seller or the Assignor is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. Wyndham Destinations agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) i. any lack of validity or enforceability of this the Purchase Agreement or the Notes, or any other agreement or instrument relating theretoSale and Assignment Agreement; (b) ii. any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this the Purchase Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseSale and Assignment Agreement; (c) iii. any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) iv. any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of the Seller or the Assignor; v. any change, restructuring or termination of the corporate or other structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent Seller or the Lenders to disclose such information)Assignor; or (f) vi. any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge of, any Designated Subsidiary of the Seller or the Company Assignor the Assignor or either of their affiliates or any other guarantor or suretyguarantor. 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 Lender Series 2008-A Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Seller or the Assignor or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company On and after the Effective Date, the Performance Guarantor guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Indenture and Servicing Agreement, the Pool Purchase Agreement and the Purchase Agreements regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms terms, provided, however, nothing herein shall be construed to require the Performance Guarantor to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Performance Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower Seller or the Master Servicer, or whether any Borrower Seller or the Master Servicer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. The Performance Guarantor agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this the Indenture and Servicing Agreement, the Pool Purchase Agreement, any Purchase Agreement or the Notes, or any other agreement or instrument relating theretoFacility Document; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this the Indenture and Servicing Agreement, the Pool Purchase Agreement, any Purchase Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseother Facility Document; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of any Seller, any Originator or the Master Servicer, as the case may be; (v) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent Seller or the Lenders to disclose such information)Master Servicer; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge of, any Designated Subsidiary Seller or the Company Master Servicer or any other guarantor its affiliates 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 the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Seller or the Master Servicer or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; Agreement; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Guarantied Obligations; ; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Borrowing Subsidiary or any of its Subsidiaries; Account Subsidiary; or (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Borrowing Subsidiary or the Company Account Subsidiary or any other guarantor or suretyguarantor. This Guaranty 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 any Bank or the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Subsidiary Notes Guarantor guarantees that the Guaranteed Obligations will Notes shall be paid or performed strictly in accordance with the terms of the Notes and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Notes and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Notes Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Notes Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Notes Guarantor or whether the Company or any Borrower other Subsidiary Notes Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Notes Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other Subsidiary Notes Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Notes Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries;; 100 90 (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Notes Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Notes Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Notes Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Notes Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Subsidiary Notes Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Notes Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes. This Guaranty The Subsidiary Notes Guarantee of each Subsidiary Notes Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made.. Each Subsidiary Notes Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Notes Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Notes Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Notes Guarantor for the purpose of this Subsidiary Notes Guarantee. 101 91

Guaranty Absolute. The Company Each Subsidiary Debentures Guarantor guarantees that the Guaranteed Obligations will Exchange Debentures shall be paid or performed strictly in accordance with the terms of the Exchange Debentures and this Agreement Exchange Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Debentures Guarantor under this Guaranty its Subsidiary Debentures Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Exchange Debentures and this Agreement and the NotesExchange Indenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Debentures Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Debentures Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Debentures Guarantor or whether the Company or any Borrower other Subsidiary Debentures Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Debentures Guarantor under this Guaranty its Subsidiary Debentures Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Debentures Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Exchange Indenture or the Notes, Exchange Debentures with respect to the Company or any other Subsidiary Debentures Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteExchange Indenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Debentures Guarantor of the occurrence of a Default under the provisions of this Exchange Indenture or the Exchange Debentures; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Debentures Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Debentures Trustee or the Holders in this Exchange Indenture or the Exchange Debentures; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Debentures Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Debentures Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Debentures Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Debentures Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Debentures Trustee or any Holder in this Exchange Indenture or the Exchange Debentures to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Subsidiary Debentures Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Debentures Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Exchange Indenture or suretythe Exchange Debentures. This Guaranty The Subsidiary Debentures Guarantee of each Subsidiary Debentures Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Debentures Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Subsidiary Debentures Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Debentures Guarantor, on the one hand, and the Holders and the Debentures Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Exchange Indenture for the purposes of this Subsidiary Debentures Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guarantied hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Exchange Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Debentures Guarantor for the purpose of this Subsidiary Debentures Guarantee.

Guaranty Absolute. The Company This Indenture Guarantee is irrevocable, absolute, present and unconditional. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. Each Guarantor further agrees that its Indenture Guarantee herein constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company each Guarantor under this Guaranty its Indenture Guarantee herein are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce the obligations of the Company under this Guarantyits Indenture Guarantee, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Indenture Guarantee herein shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Securities with respect to the Company or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to such Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, exchange, release or nonperfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) any changemanner of application of collateral, restructuring or termination of the corporate structure or existence of any Designated Subsidiary proceeds thereof, to all or any of its Subsidiariesthe Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Company; (ef) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such informationassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (g) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any guarantor (including any other Guarantor) with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor (including any other Guarantor), the marshaling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor (including any other Guarantor), or any of the assets of any of them; (h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; or (fi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or a guarantor (including any other guarantor Guarantor), other than payment in full of the Guaranteed Obligations; it being the intent of such Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities and except as otherwise provided in Section 4.10(b). This Guaranty Indenture Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Sections 4.10(b), 8.01(b) and 10.03, the obligations of each Guarantor under its Indenture Guarantee herein shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement the Indenture, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating thereto; (bi) 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement from, the Indenture, or any Notedischarge, includingdisallowance, without limitationinvalidity, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary voidness or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any unenforceability of the Guaranteed Obligations; ; (dii) the existence of any claim, set-off, defense or other right that the Company or the Guarantor may have at any time against the Guaranteed Party, whether in connection with this Agreement, the Indenture or any unrelated transaction; (iii) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties partial or prospects total substitution of any Designated Subsidiary now or other Person in the future known to the Agent or such Lender, as the case may be (place of the Company waiving any duty on under the part of the Agent Indenture whether by assignment, foreclosure or the Lenders to disclose such information)otherwise; or or (fiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretya guarantor. 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 Agent or any Lender Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or the Guarantor or otherwise, all as though such payment had not been made. (b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Indenture that is in any manner broader or more expansive than such Person's rights of payment and enforcement, if any, with respect to the Company under the Indenture.

Guaranty Absolute. The Company Subject to the limitations in Section 1301, each Subsidiary Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Guarantor to 103 92 enforce the obligations of the Company under this Guarantyits Subsidiary Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Guarantor or whether the Company or any Borrower other Subsidiary Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Securities with respect to the Company or any other Subsidiary Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; or 104 93 (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Subsidiary Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Subsidiary Guarantee of each Subsidiary Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Subsidiary Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Lender or the Administrative Agent with respect thereto. The obligations of the Company under this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower Designated Subsidiary or whether any Borrower Designated Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries;Subsidiary; or (e) any failure of the Agent setoff or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects counterclaim of any Designated Subsidiary now or in any defense which results from any disability or other defense of a Designated Subsidiary or the future known to the Agent cessation or such Lender, as the case may be (the Company waiving stay of enforcement from any duty on the part cause whatsoever of the Agent or the Lenders to disclose such information); or (f) any other circumstance liability of a Designated Subsidiary (including, without limitation, the lack of validity or enforceability of any of the Loan Documents); (f) any defense based upon any law, rule or regulation which provides that the obligation of a surety must not be greater or more burdensome than the obligation of the principal; (g) any statute of limitationslimitations to the extent permitted by law; (h) any appraisement, valuation, stay, extension, moratorium, redemption or similar law or similar rights for marshalling; (i) the absence, impairment or loss of any right of subrogation, reimbursement, exoneration, contribution or indemnification or other right or remedy against a Designated Subsidiary, any other guarantor of the Obligations or any existence of or reliance on any representation security, whether resulting from an election by the Administrative Agent or any Lender that to foreclose upon security by nonjudicial sale, or otherwise; (j) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Subsidiary or a guarantor, other than payment in full of a guaranteed obligation (except as provided for in the Company or any other guarantor or suretyimmediately succeeding sentence). This Guaranty 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 of the Lenders or the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, including any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that Subject to the Guaranteed Obligations will be paid strictly in accordance with last sentence of Section 2, the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all nothing whatever except actual full payment to Consumers of the followingGuaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor’s liability hereunder. Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall be unaffected by: (a) The occurrence or continuance of any lack event of validity bankruptcy, reorganization or enforceability insolvency with respect to Seller or any disallowance of this Agreement all or any portion of any claim by Consumers, its successors or permitted assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Consumers as a preference payment or fraudulent transfer under the Federal Bankruptcy Code or any applicable law, or the Notesdissolution, liquidation or any other agreement winding up of Guarantor or instrument relating theretoSeller; (b) Any amendment, supplement, reformation or other modification of the Power Purchase Agreement; (c) The exercise, non-exercise or delay in exercising, by Consumers or any other Person, of any of their rights under this Guaranty or the Power Purchase Agreement; (d) Any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of of, or any consent to departure from this depart from, the Power Purchase Agreement or any Noteother agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary document or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariesinstrument relating thereto; (e) Any permitted assignment or other transfer of rights under this Guaranty by Consumers, or any failure permitted assignment or other transfer of the Agent or Power Purchase Agreement, including any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, assignment as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); orsecurity for financing purposes; (f) Any merger or consolidation into or with any other circumstance entity, or other change in the corporate existence or cessation of existence of, Seller or Guarantor; (includingg) Any change in ownership or control of Guarantor or Seller; (h) Any sale, without limitation, transfer or other disposition by Guarantor of any statute direct or indirect interest it may have in Seller; (i) The inaccuracy of limitationsany of the representations and warranties of Seller under the Power Purchase Agreement; (j) or The absence of any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available notice to, or a discharge knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses; (k) The failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Designated Subsidiary Person; (l) Any substitution, modification, exchange, release, settlement or the Company compromise of any security or any other guarantor collateral for or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment guaranty of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent failure to apply such security or collateral or failure to enforce such guaranty; (m) The existence of any claim, set-off, or other rights which Guarantor or any Lender upon Affiliate thereof may have at any time against Consumers or any Affiliate thereof; (n) The genuineness, validity, regularity, or enforceability of this Guaranty, the insolvencyPower Purchase Agreement or any other agreement, document or instrument related to the transactions contemplated hereby or thereby; and (o) Any other circumstances which might otherwise constitute a defense to, or discharge of, Guarantor or Seller in respect of the Guaranteed Obligations or a legal or equitable discharge of Seller in respect thereof, including, a discharge as a result of any bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madesimilar law.

Guaranty Absolute. The Company Each of the undersigned jointly and severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Company with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that the Company will contract additional obligations and liabilities for which Guarantors may be liable hereunder after the Company’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not the Company has properly authorized incurring such additional obligations and liabilities. The obligations undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to the Company, have been made by any Creditor Party to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Company shall be governed solely by the provisions of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsDocuments. The liability of each of the Company undersigned under this Guaranty shall be irrevocable, absolute and unconditional irrespective ofunconditional, in accordance with its terms, and the Company hereby irrevocably waives any defenses it may now or hereafter have shall remain in any way relating full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or all occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the following: Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (ab) any lack of validity or enforceability of this Agreement any Document or other documents, instruments or agreements relating to the Notes, or any other agreement or instrument relating 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 assignment or transfer of any Designated Subsidiary under this Agreement or the Notesthereof, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) any takingfurnishing of any additional security to Agent, for the benefit of Creditor Parties, or its assignees or any acceptance thereof or any release of any security by Agent or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Company, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any other guarantyguaranty or security, for all or any of the Guaranteed Obligations; Obligations or (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to any Designated Subsidiary Creditor Party shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or the Company not allowed 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madeallowable.

Guaranty Absolute. The Company guarantees Guarantor guaranties that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Creditor with respect thereto. The obligations of the Company Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guarantysuch Obligations, irrespective of whether any action is brought against any Borrower the Company or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty constitutes a primary obligation, and not a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this the Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Notethe Agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries Company or otherwise; (c) any taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Company; or (fe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender Creditor that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor 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 Creditor or any Lender other entity upon the insolvency, bankruptcy or reorganization of Company or otherwise (and whether as a result of any Designated Subsidiary demand, settlement, litigation or otherwise), all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that Subject to the Guaranteed Obligations will be paid strictly in accordance with last sentence of Section 2, the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all nothing whatever except actual full payment to Seller of the followingGuaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor's liability hereunder. Without limiting the generality of the foregoing, Guarantor's liability hereunder shall be unaffected by: (a) The occurrence or continuance of any lack event of validity bankruptcy, reorganization or enforceability of this Agreement or the Notesinsolvency with respect to Consumers, or any other agreement disallowance of all or instrument relating theretoany portion of any claim by Seller, its successors or permitted assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Seller as a preference payment or fraudulent transfer under the Federal Bankruptcy Code or any applicable law, or the dissolution, liquidation or winding up of Guarantor or Consumers; (b) Any amendment, supplement, reformation or other modification of the Power Purchase Agreement; (c) The exercise, non-exercise or delay in exercising, by Seller or any other Person, of any of their rights under this Guaranty or the Power Purchase Agreement; (d) Any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of of, or any consent to departure from this depart from, the Power Purchase Agreement or any Noteother agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary document or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariesinstrument relating thereto; (e) Any permitted assignment or other transfer of rights under this Guaranty by Seller, or any failure permitted assignment or other transfer of the Agent or Power Purchase Agreement, including any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, assignment as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); orsecurity for financing purposes; (f) Any merger or consolidation into or with any other circumstance entity, or other change in the corporate existence or cessation of existence of, Consumers or Guarantor; (includingg) Any change in ownership or control of Guarantor or Consumers; (h) Any sale, without limitation, transfer or other disposition by Guarantor of any statute direct or indirect interest it may have in Consumers; (i) The inaccuracy of limitationsany of the representations and warranties of Consumers under the Power Purchase Agreement; (j) or The absence of any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available notice to, or a discharge knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses; (k) The failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Designated Subsidiary Person; (l) Any substitution, modification, exchange, release, settlement or the Company compromise of any security or any other guarantor collateral for or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment guaranty of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent failure to apply such security or collateral or failure to enforce such guaranty; (m) The existence of any claim, set-off, or other rights which Guarantor or any Lender upon Affiliate thereof may have at any time against Seller or any Affiliate thereof; (n) The genuineness, validity, regularity, or enforceability of this Guaranty, the insolvencyPower Purchase Agreement or any other agreement, document or instrument related to the transactions contemplated hereby or thereby; and (o) Any other circumstances which might otherwise constitute a defense to, or discharge of, Guarantor or Consumers in respect of the Guaranteed Obligations or a legal or equitable discharge of Consumers in respect thereof, including, a discharge as a result of any bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madesimilar law.

Guaranty Absolute. (a) The Company Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement the Agreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor hereunder are several from the Company or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. The liability of Guarantor under this Guaranty are independent shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Guaranteed Obligations Company or any other obligations of any Designated Subsidiary under this Agreement and person, nor against securities or liens available to the NotesBeneficiary, and a separate action its successors or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsassigns. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating thereto; (bi) 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary the Company or any of its Subsidiariessubsidiaries; (eiii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Agent or any Lender Beneficiary to disclose to either the Company or any Designated Subsidiary the Guarantor any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of either the Company or any Designated Subsidiary of its subsidiaries now or in the future hereafter known to the Agent or such Lender, as the case may be Beneficiary (the Company Guarantor waiving any duty on the part of the Agent or the Lenders Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (fvii) except as provided in Section 2.3(c), any other circumstance whatsoever (including, without limitation, any statute of limitations) or any act of the Beneficiary or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretyGuarantor. PUBLIC DISCLOSURE EXECUTION VERSION 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 Beneficiary or any Lender other Person upon the insolvency, bankruptcy bankruptcy, or reorganization of any Designated Subsidiary or otherwisethe Company, all as though such payment had not been made. (b) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an Event of Default under the Agreement or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Company or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or and the rights Notes of the Agent or any Lender with respect theretoBorrowing Subsidiaries. The obligations of the Company under this Guaranty are independent of agrees that the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, this Agreement and a separate action or actions all other instruments and agreements applicable to the Company and the Borrowing Subsidiaries (the Notes, this Agreement and all such other instruments and agreements being hereinafter referred to in this Article VIII as the "Documents") may be brought extended or renewed, and prosecuted against Loans repaid and reborrowed in whole or in part, without notice to or assent by the Company to enforce Company, and that it will remain bound upon this guaranty notwithstanding any extension, renewal or other alteration of any Guaranteed Obligations or Documents, or any repayment and reborrowing of Loans. To the maximum extent permitted by applicable law, except as expressly provided in this Agreement, the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective ofshall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingincluding: (a) any lack extension, renewal, modification, settlement, compromise, waiver or release in respect of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretoGuaranteed Obligations; (b) any change extension, renewal, amendment, modification, rescission, waiver or release in the time, manner or place respect of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseDocuments; (c) any takingrelease, exchange, substitution, non-perfection or invalidity of, or failure to exercise rights or remedies with respect to, any direct or indirect security for any Guaranteed Obligations, including the release of any Borrowing Subsidiary or amendment or waiver of or consent to departure from other Person liable on any other guaranty, for all or any of the Guaranteed Obligations; (d) any changechange in the corporate existence, restructuring structure or termination ownership of the corporate structure Company, any Borrowing Subsidiary or existence of any Designated insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Borrowing Subsidiary or any of its Subsidiariestheir respective assets; (e) the existence of any failure of claim, defense, set-off or other rights or remedies which any Borrowing Subsidiary at any time may have against the Agent Company, or any Lender to disclose to the Company or such Borrowing Subsidiary may have at any Designated time against the Administrative Agent, any Bank, any other Borrowing Subsidiary or any information relating to the financial conditionother Person, operations, properties or prospects of any Designated Subsidiary now or whether in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); orconnection with this (f) any other circumstance (including, without limitation, invalidity or unenforceability for any statute reason of limitations) this Agreement or any existence of or reliance on any representation by the Agent other Document, or any Lender that might otherwise constitute a defense available to, provision of law purporting to prohibit the payment or a discharge of, any Designated Subsidiary or performance by the Company 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 Borrowing Subsidiary of the Guaranteed Obligations is rescinded or must otherwise be returned by Loan Documents, or of any other obligation to the Administrative Agent or any Lender upon Bank; or (g) any other circumstances or happening whatsoever, whether or not similar to any of the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madeforegoing.

Guaranty Absolute. The Company (a) Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and each other Loan 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 the any Agent or any Lender with respect thereto. The obligations of each Guarantor under or in respect of the Company guarantee under this Guaranty Article VII (this “Guaranty”) are independent of the Guaranteed Obligations or any other obligations of the Company or any Designated Subsidiary other Guarantor, as the case may be, under or in respect of this Agreement and the Notesother Loan Documents, and a separate action or actions may be brought and prosecuted against the Company any Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against the Company or any Borrower Guarantor, as the case may be, or whether the Company or any Borrower Guarantor, as the case may be, is joined in any such action or actions, and any failure by any Agent or any Lender to bring any such action, to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Guarantor or any other Person or to realize upon any such guarantees or to exercise any rights of setoff or any release of the Company, any Guarantor or any other Person or guarantee or right of setoff, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The liability of the Company each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company each Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (ai) any lack of validity or enforceability against the Company or any Guarantor, as the case may be, of this Agreement or the NotesAgreement, any other Loan Document or any other agreement or instrument relating 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 the Company or any Designated Subsidiary Guarantor, as the case may be, under or in respect of this Agreement or and the Notesother Loan Documents, or any other amendment amendment, supplement, modification or waiver of or any consent to departure from this Agreement or any Noteother Loan Document, including, without limitation, any renewal, extension or acceleration, or any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary the Company or any of its Restricted Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; ; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; ; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its Subsidiaries; (e) any failure of the Agent Subsidiaries or any Lender to disclose to the Company insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Borrower or any other guarantor Loan Party or surety. This Guaranty shall continue to be effective its assets or be reinstated, as the case may be, if at any time any payment resulting release or discharge of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.Obligation;

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Agent or any Lender with respect thereto. The Guaranty is a guaranty of payment and not of collection. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary Borrower under or in respect of this Agreement or and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Borrower or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary Borrower now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company Guarantor absolutely guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement the Agreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Beneficiary with respect thereto. This Guaranty constitutes a guarantee of payment and performance and not of collection. The obligations of the Guarantor hereunder are several from the Company or any other person, and are primary obligations concerning which the Guarantor is the principal obligor. The liability of Guarantor under this Guaranty are independent shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against the Guaranteed Obligations Company or any other obligations of any Designated Subsidiary under this Agreement and person, nor against securities or liens available to the NotesBeneficiary, and a separate action its successors or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actionsassigns. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the followingof: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating thereto; (bi) 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment amendment, modification or waiver of of, or any consent to departure from this Agreement or any Notefrom, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension terms of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the such Guaranteed Obligations; (dii) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary the Company or any of its Subsidiariessubsidiaries; (eiii) any lack of validity or enforceability of the Agreement or any agreement or instrument relating thereto; (iv) any failure of the Agent or any Lender Beneficiary to disclose to either the Company or any Designated Subsidiary the Guarantor any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of either the Company or any Designated Subsidiary of its subsidiaries now or in the future hereafter known to the Agent or such Lender, as the case may be Beneficiary (the Company Guarantor waiving any duty on the part of the Agent or the Lenders Beneficiary to disclose such information); (v) any failure of the Beneficiary to commence an action against Company, including without limitation the provisions of O.C.G.A. Section 10-7-24, as amended; (vi) any lack of due diligence by the Beneficiary in the collection or protection of or realization upon any collateral securing the Guaranteed Obligations; or (fvii) except as provided in Section 2.3(c), any other circumstance whatsoever (including, without limitation, any statute of limitations) or any act of the Beneficiary or any existence of or reliance on any representation by the Agent or any Lender Beneficiary that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretyGuarantor. 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 Beneficiary or any Lender other Person upon the insolvency, bankruptcy bankruptcy, or reorganization of any Designated Subsidiary or otherwisethe Company, all as though such payment had not been made. (b) No action which the Beneficiary shall take or fail to take in connection with the Guaranteed Obligations, or any security for the payment or performance of any of the Guaranteed Obligations, nor any course of dealing with Company or any other person, shall release Guarantor’s obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against the Beneficiary. (c) In the case of an Event of Default under the Agreement or with regard to any of the Guaranteed Obligations, Guarantor hereby consents and agrees that the Beneficiary shall have the right to enforce its rights, powers, and remedies thereunder or hereunder or under any other instrument now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations, and apply any payments or credits received by the Company or Guarantor or realized from any security, in any manner and in any order as the Beneficiary, in its sole discretion, shall see fit, and all rights, powers, and remedies available to the Beneficiary in such event shall be nonexclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the Guaranteed Obligations are partially paid by reason of the election of the Beneficiary, its successors or assigns, to pursue any of the remedies available to the Beneficiary, or if such indebtedness is otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against the Company may be destroyed or diminished by the exercise of any such remedy.

Guaranty Absolute. The Company Each Subsidiary Guarantee is irrevocable, absolute, present and unconditional. Each Subsidiary Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance (and not a guarantee of collection). The obligations of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee herein are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company any Subsidiary Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Guarantee, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee herein shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to such Subsidiary Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, exchange, release or nonperfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) any change, restructuring manner of application of any sale or termination disposition of any assets of the corporate structure Company or existence of any Designated Subsidiary the proceeds thereto, to all or any of its Subsidiariesthe Guaranteed Obligations, or any manner of sale or other disposition of any collateral or any other assets of the Company; (ef) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such informationassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (g) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any guarantor (including any other Subsidiary Guarantor) with or into any other entity, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor (including any other Subsidiary Guarantor), the marshaling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor (including any other Subsidiary Guarantor), or any of the assets of any of them; (h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (fi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or a guarantor (including any other guarantor Subsidiary Guarantor), other than payment in full of the Guaranteed Obligations; it being the intent of such Subsidiary Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes and except as otherwise provided in Sections 4.10(a) and 8.1(b). This Guaranty Each Subsidiary Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment or performance had not been mademade or occurred. Except as expressly set forth in Sections 4.10(a), 8.1(b) and 10.3, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee herein shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Lender with respect thereto. The obligations of the Company Guarantor under this Guaranty Article are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guarantysuch obligations, irrespective of whether any action is brought against any the Borrower or whether any the Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty Article shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate corporate, limited liability company or partnership structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Borrower; or (fe) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Guarantor, the Borrower or any other guarantor or surety. This Guaranty Article 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 Lender or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement the Intercreditor Agreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating thereto; (bi) 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement from, the Intercreditor Agreement, or any Notedischarge, includingdisallowance, without limitationinvalidity, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary voidness or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any unenforceability of the Guaranteed Obligations; ; (dii) the existence of any claim, set-off, defense or other right that the Company or the Guarantor may have at any time against the Guaranteed Party, whether in connection with this Agreement, the Intercreditor Agreement or any unrelated transaction; (iii) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties partial or prospects total substitution of any Designated Subsidiary now or other Person in the future known to the Agent or such Lender, as the case may be (place of the Company waiving any duty on under the part of the Agent Intercreditor Agreement whether by assignment, foreclosure or the Lenders to disclose such information)otherwise; or or (fiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretya guarantor. 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 Agent or any Lender Guaranteed Party upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or the Guarantor or otherwise, all as though such payment had not been made. (b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Intercreditor Agreement that is in any manner broader or more expansive than such Persons' rights of payment and enforcement, if any, with respect to the Company under the Intercreditor Agreement.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocableabsolute, absolute irrevocable and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity defect or enforceability of this deficiency in any Agreement or the Notes, or any other agreement or instrument relating theretodocuments executed in connection with any Agreement; (b) any modification, extension or waiver of any of the terms of any Agreement; (c) any change in the time, manner manner, terms or place of payment of, of or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this any Agreement or any Note, including, without limitation, any increase other agreement or instrument executed in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseconnection therewith; (cd) any takingsale, exchange, release or non-perfection of any property standing as security for the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by the Counterparty to exercise, in whole or in part, any change, restructuring right or termination of remedy held by the corporate structure or existence of Counterparty with respect to any Designated Subsidiary Agreement or any of its Subsidiaries; (e) transaction under any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Agreement; or (f) any other circumstance (includingchange in the existence, without limitationstructure or ownership of the Guarantor or Company, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available tobankruptcy, insolvency, reorganization, liquidation, receivership, or a discharge of, any Designated Subsidiary similar proceeding affecting Company or its assets. The obligations of the Guarantor hereunder are several and not joint with Company or any other guarantor person, and are primary obligations for which the Guarantor is the principal obligor. There are no conditions precedent to the enforcement of this Guaranty, except as expressly contained herein. It shall not be necessary for the Counterparty, in order to enforce payment by the Guarantor under this Guaranty, to exhaust its remedies against Company, any collateral pledged by Company, any other guarantor, or suretyany other person liable for the payment or performance of the Guaranteed Obligations. This Guaranty is one of payment and not of collection and shall continue apply regardless of whether recovery of all such Guaranteed Obligations may be discharged, or uncollectible in any bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which Company is or may be effective entitled to arising from or be reinstated, as the case may be, if at any time any payment of any out of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Agreements or otherwise, all except as though such payment had not been madelimited herein and except for defenses arising out of the bankruptcy, insolvency, reorganization, liquidation, receivership, or similar proceeding affecting Company or its assets.

Guaranty Absolute. The Company Performance Guarantor, on and after the Effective Date guarantees that the Guaranteed Obligations will be paid performed strictly in accordance with the terms of this the Wyndham Purchase Agreement, the Trendwest Purchase Agreement and the Indenture regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms terms, provided, however, nothing herein shall be construed to require the Performance Guarantor to act in violation of any law, regulation or the rights of the Agent or any Lender with respect theretoorder. The obligations of the Company Performance Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Performance Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower the Wyndham, Trendwest, the Servicer or the Issuer, or whether any Borrower Wyndham, Trendwest, the Servicer or the Issuer is joined in any such action or actions. The liability This Guaranty is an absolute, unconditional and continuing guaranty of the Company under full and punctual payment and performance of all of the Obligations. The Performance Guarantor agrees that the validity and enforceability of this Guaranty shall not be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives impaired or affected by any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement or any of the Notes, or any other agreement or instrument relating theretoTransaction Documents; (bii) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwisethe Transaction Documents; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (div) any manner of application of collateral or proceeds thereof to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of Wyndham, Trendwest, the Servicer or the Issuer, as the case may be; (v) any change, restructuring or termination of the corporate or other structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of Wyndham, Trendwest, the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent Servicer or the Lenders to disclose such information)Issuer; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense (other than payment and performance) available to, or a discharge ofof Wyndham, any Designated Subsidiary Trendwest, the Servicer or the Company Issuer or any other guarantor its affiliates 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 the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Wyndham, Trendwest, the Servicer or the Issuer or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Banks with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty with regard to the Guaranteed Obligations of each Borrowing Subsidiary shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:: 46 (ai) any lack of validity or enforceability or any illegality of this such Borrowing Subsidiary's election to become a Borrower, its Notes, the Agreement or the Notesand any amendment thereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating 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 Designated such Borrowing Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this the Agreement or any Note, including, without limitation, any increase in the (with regard to such Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseObligations); (ciii) any takingexchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed ObligationsObligations of such Borrowing Subsidiary; (div) any change, restructuring or termination change in ownership of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariessuch Borrowing Subsidiary; (ev) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects acceptance of any Designated Subsidiary now or in the future known to the Agent or partial payment(s) from such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Borrowing Subsidiary; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that other than payment which might otherwise constitute a defense available to, or a discharge of, any Designated such Borrowing Subsidiary or in respect of its Guaranteed Obligations provided that the Company or may assert defenses arising from any other guarantor or suretyBank's breach of the Agreement to the same extent that a Borrowing Subsidiary would be able to do so. This Guaranty 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 Obligation is rescinded or must otherwise be returned by the Agent or any Lender Banks upon the insolvency, bankruptcy or reorganization of any Designated Borrowing Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of this Agreement the Intercreditor Agreement, regardless of any law, law or regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Guaranteed Party with respect thereto. The obligations of the Company Guarantor under this Guaranty Agreement are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this GuarantyAgreement, irrespective of whether or not any action is brought against any Borrower the Company or whether any Borrower or not the Company is joined in any such action or actions. The liability obligations of the Company Guarantor under this Guaranty Agreement shall be irrevocable, absolute and unconditional unconditional, shall constitute a guaranty of payment and performance and not a guaranty of collection, shall be as primary obligor and not as surety only and shall be irrevocable, in each case irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating thereto; (bi) 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of of, or any consent to departure from this Agreement from, the Intercreditor Agreement, or any Notedischarge, includingdisallowance, without limitationinvalidity, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary voidness or any of its Subsidiaries or otherwise; (c) any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any unenforceability of the Guaranteed Obligations; ; (dii) the existence of any claim, set-off, defense or other right that the Company or the Guarantor may have at any time against the Guaranteed Party, whether in connection with this Agreement, the Intercreditor Agreement or any unrelated transaction; (iii) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties partial or prospects total substitution of any Designated Subsidiary now or other Person in the future known to the Agent or such Lender, as the case may be (place of the Company waiving any duty on under the part of the Agent Intercreditor Agreement whether by assignment, foreclosure or the Lenders to disclose such information)otherwise; or or (fiv) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretya guarantor. 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 Agent or any Lender Guaranteed Party upon the insolvency, [Intercreditor Agreement] bankruptcy or reorganization of any Designated Subsidiary the Company or the Guarantor or otherwise, all as though such payment had not been made. (b) This Agreement shall not confer upon the Guaranteed Party or any other Person any right of payment or enforcement with respect to the Company under the Intercreditor Agreement that is in any manner broader or more expansive than such Persons' rights of payment and enforcement, if any, with respect to the Company under the Intercreditor Agreement.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any set-offs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicableApplicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Subject to the limitations in Section 1301, each Subsidiary Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Subsidiary Guarantor or whether the Company or any Borrower other Subsidiary Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Guarantor under this Guaranty its Subsidiary Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Securities with respect to the Company or any other Subsidiary Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Subsidiary Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Subsidiary Guarantee of each Subsidiary Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Subsidiary Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purpose of this Subsidiary Guarantee.

Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary Borrower under or in respect of this Agreement or and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; NYDOCS01/1357750.4 (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Borrower or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary Borrower now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Borrower or any other guarantor or suretysurety (other than payment of such 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 Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Guarantor guarantees that the Guaranteed Obligations will Securities shall be paid or performed strictly in accordance with the terms of the Securities and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Guarantor under this Guaranty its Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Securities and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Guarantor to enforce the obligations of the Company under this Guarantyits Guarantee, irrespective of whether any action is brought against the Company or any Borrower other Guarantor or whether the Company or any Borrower other Guarantor is joined in any such action or actions. The liability of the Company each Guarantor under this Guaranty its Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Securities with respect to the Company or any other Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Securities; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Securities; (f) any change in the corporate structure, or termination, dissolution, amalgamation, consolidation or merger of the Company or any Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Guarantor, the marshalling of the assets and liabilities of the Company or any Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Securities to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a Guarantor, other guarantor than payment in full of the Indenture Obligations; it being the intent of each Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Securities. This Guaranty The Guarantee of each Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of this Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article V of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower or any other Loan Party or whether such Designated Borrower or any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any set-offs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: : (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; ; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (de) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Loan Party or any of its Subsidiaries; Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any applicable Loan Party of the Guaranteed Obligations; (h) any failure of the Agent or any Lender Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Lender Party (the Company waiving any duty on the part of the Agent or the Lenders Lender Parties to disclose such information); or (fi) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (j) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Lender Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless and the Loans owed by the Borrowing Subsidiaries. The Company agrees that the Guaranteed Obligations, this Agreement, the Foreign Currency Addenda and all other instruments and agreements applicable to the Company and the Borrowing Subsidiaries (this Agreement and all such other instruments and agreements being hereinafter referred to in this Article VIII as the "Documents") may be extended or renewed, and Loans repaid and reborrowed in whole or in part, without notice to or assent by the Company, and that it will remain bound upon this guaranty notwithstanding any extension, renewal or other alteration 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 Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or Documents, or any other obligations repayment and reborrowing of any Designated Subsidiary under Loans. To the maximum extent permitted by applicable law, except as expressly provided in this Agreement and the NotesAgreement, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective ofshall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingincluding: (a) any lack extension, renewal, modification, settlement, compromise, waiver or release in respect of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretoGuaranteed Obligations; (b) any change extension, renewal, amendment, modification, rescission, waiver or release in the time, manner or place respect of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseDocuments; (c) any takingrelease, exchange, substitution, non-perfection or invalidity of, or failure to exercise rights or remedies with respect to, any direct or indirect security for any Guaranteed Obligations, including the release of any Borrowing Subsidiary or amendment or waiver of or consent to departure from other Person liable on any other guaranty, for all or any of the Guaranteed Obligations; (d) any changechange in the corporate existence, restructuring structure or termination ownership of the corporate structure Company, any Borrowing Subsidiary or existence of any Designated insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Borrowing Subsidiary or any of its Subsidiariestheir respective assets; (e) the existence of any failure of claim, defense, set-off or other rights or remedies which any Borrowing Subsidiary at any time may have against the Agent Company, or any Lender to disclose to the Company or such Borrowing Subsidiary may have at any Designated time against the Administrative Agent, any Bank, any other Borrowing Subsidiary or any information relating to other Person, whether in connection with this Agreement, the financial conditionother Documents, operations, properties the transactions contemplated thereby or prospects of any Designated Subsidiary now or other transaction other than by the payment in full by the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part Borrowing Subsidiaries of the Agent or Guaranteed Obligations after the Lenders to disclose such information); ortermination of the Commitments of the Banks; (f) any other circumstance (including, without limitation, invalidity or unenforceability for any statute reason of limitations) this Agreement or any existence of or reliance on any representation by the Agent other Document, or any Lender that might otherwise constitute a defense available to, provision of law purporting to prohibit the payment or a discharge of, any Designated Subsidiary or performance by the Company 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 Borrowing Subsidiary of the Guaranteed Obligations is rescinded or must otherwise be returned by the Documents, or of any other obligation to the Administrative Agent or any Lender upon Bank; or (g) any other circumstances or happening whatsoever, whether or not similar to any of the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madeforegoing.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Lender or the Administrative Agent with respect thereto. The obligations of the Company under this Guaranty Article VII are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this GuarantyArticle VII, irrespective of whether any action is brought against any Borrower Designated Subsidiary or whether any Borrower Designated Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty guaranty shall be irrevocable, absolute and unconditional unconditional, irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries;Subsidiary; or (e) any failure of the Agent setoff or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects counterclaim of any Designated Subsidiary now or in any defense which results from any disability or other defense of a Designated Subsidiary or the future known to the Agent cessation or such Lender, as the case may be (the Company waiving stay of enforcement from any duty on the part cause whatsoever of the Agent or the Lenders to disclose such information); or (f) any other circumstance liability of a Designated Subsidiary (including, without limitation, the lack of validity or enforceability of any of the Loan Documents); (f) any defense based upon any law, rule or regulation which provides that the obligation of a surety must not be greater or more burdensome than the obligation of the principal; (i) any statute of limitationslimitations to the extent permitted by law; (j) any appraisement, valuation, stay, extension, moratorium, redemption or similar law or similar rights for marshalling; (k) the absence, impairment or loss of any right of subrogation, reimbursement, exoneration, contribution or indemnification or other right or remedy against a Designated Subsidiary, any other guarantor of the Obligations or any existence of or reliance on any representation security, whether resulting from an election by the Administrative Agent or any Lender that to foreclose upon security by nonjudicial sale, or otherwise; (l) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Subsidiary or a guarantor, other than payment in full of a guaranteed obligation (except as provided for in the Company or any other guarantor or suretyimmediately succeeding sentence). This Guaranty 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 of the Lenders or the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Parent Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the other Note Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender holders of a Note with respect thereto. The obligations of the Company Parent Guarantor under or in respect of this Parent Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Note Party under or in respect of this Agreement and or the Notesother Note Documents, and a separate action or actions may be brought and prosecuted against the Company Parent Guarantor to enforce the obligations of the Company under this Parent Guaranty, irrespective of whether any action is brought against the Company or any Borrower other Note Party or whether the Company or any Borrower other Note Party is joined in any such action or actions. The liability of the Company Parent Guarantor under this Parent Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Parent Guarantor hereby irrevocably waives any defenses (other than the defense of payment and performance in full) it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Note Document or any other agreement or instrument relating 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 Designated Subsidiary other Note Party under this Agreement or in respect of the NotesNote Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteNote Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Company, any Designated Subsidiary other Note Party or any of its their Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Note Party under the Note Documents or any other assets of any Note Party or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Note Party or any of its Subsidiaries; (ef) any failure of the Agent or any Lender holders of a Note to disclose to the Company or any Designated Subsidiary Note Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Note Party now or in the future hereafter known to the Agent or such Lender, as the case may be any holders of a Note (the Company Parent Guarantor waiving any duty on the part of the Agent or the Lenders any holders of a Note to disclose such information); Safehold Operating Partnership LP Note Purchase Agreement (g) the failure of any other Person to execute or deliver this Agreement, any other Note Document or any other guaranty or agreement or the release or reduction of liability of the Parent Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender holders of a Note that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Note Party or any other guarantor or suretysurety (other than payment and performance in full of the Guaranteed Obligations). This Parent 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 any holders of a Note or any Lender other Person upon the insolvency, bankruptcy or reorganization of the Company or any Designated Subsidiary other Note Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Subsidiary Guarantor, jointly and severally guarantees that that, subject to Section 12.07, the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless Indenture. The respective obligations of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights each of the Agent or any Lender with respect thereto. The obligations of Subsidiary Guarantors under the Company under this Subsidiary Guaranty are independent of the Guaranteed Obligations or any other Indenture Obligations. The obligations of each Subsidiary Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any Designated Subsidiary under this Agreement and the Notesextension, and a separate action renewal, settlement, compromise, waiver or actions may be brought and prosecuted against the Company to enforce the obligations release in respect of any Obligation of the Company or the other Subsidiary Guarantors under this Guarantythe Indenture or any Note, irrespective by operation of whether any action is brought against any Borrower law or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:otherwise; (aii) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretoIndenture; (biii) 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 Designated Subsidiary the Company under this Agreement or the NotesIndenture, or any other amendment of or supplement to or waiver of or any consent to departure from this Agreement or any Notethe Indenture, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (civ) any taking, release exchange, release, impairment, invalidity or amendment nonperfection of any Collateral; (v) any manner of application of the Collateral or waiver proceeds thereof, to all or any of the Guaranteed Obligations, or consent to departure from any manner of sale or other guaranty, disposition of any Collateral for all or any of the Guaranteed Obligations; (d) Obligations or any change, restructuring or termination other Obligations of the corporate structure Company or existence the other Subsidiary Guarantors under the Indenture, or any other property or assets of any Designated the Company or the other Subsidiary Guarantors or any of its their Subsidiaries; (evi) any failure of by the Collateral Agent or any Lender the Trustee to disclose to the Company or any Designated the other Subsidiary Guarantors any information relating to the financial condition, operations, properties or prospects of any Designated the Company or the other Subsidiary Guarantors now or in the future hereafter known to the Collateral Agent or such Lenderthe Trustee, as the case may be (the Company such other Subsidiary Guarantors waiving any duty on the part of the Collateral Agent or the Lenders Trustee to disclose such information); (vii) any change in the corporate existence, structure or ownership of the Company or the other Subsidiary Guarantors, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or the other Subsidiary Guarantors or their assets or any resulting release or discharge of any Obligation of the Company or the other Subsidiary Guarantors contained in the Indenture or any Note; (viii) the existence of any claim, set-off or other rights which any of the other Subsidiary Guarantors may have at any time against the Company, the Collateral Agent, the Trustee or any other Person, whether in connection herewith or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (ix) any invalidity or unenforceability relating to or against the Company or the other Subsidiary Guarantors for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company or the other Subsidiary Guarantors of the principal of or interest on any Note or any other amount payable by them under the Indenture; or (fx) any other circumstance (including, without limitation, act or omission to act or delay of any statute of limitations) or any existence of or reliance on any representation kind by the Agent or any Lender that might otherwise constitute a defense available toCompany, or a discharge ofthe other Subsidiary Guarantors, any Designated Subsidiary or the Company Collateral Agent, the Trustee 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 Person or any Lender upon other circumstance whatsoever which might, but for the insolvencyprovisions of this paragraph, bankruptcy constitute a legal or reorganization equitable discharge of any Designated or defense to another Subsidiary or otherwise, all as though such payment had not been madeGuarantor’s obligations hereunder.

Guaranty Absolute. This Non-Recourse Guaranty is ----------------- irrevocable, absolute, present and unconditional. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent Trustee or any Lender the Holders with respect thereto. The obligations of the Company Guarantor under this Non-Recourse Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Non-Recourse Guaranty, irrespective of whether any action is brought against the Company or any Borrower other guarantor or whether the Company or any Borrower other guarantor is joined in any such action or actions. The liability of the Company Guarantor under this Non-Recourse Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, exchange, release or nonperfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (de) any changemanner of application of Collateral, restructuring or termination of the corporate structure or existence of any Designated Subsidiary proceeds thereof, to all or any of its Subsidiariesthe Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other assets of the Company; (ef) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such informationassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (g) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any guarantor with or into any other entity (other than pursuant to the Merger), the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any guarantor, the marshalling of the assets and liabilities of the Company or any guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or readjustment of, or other similar proceedings affecting the Company or any guarantor, or any of the assets of any of them; (h) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (fi) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any a guarantor, other guarantor than payment in full of the Guaranteed Obligations; it being the intent of the Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or suretythe Notes, subject to the second paragraph of Section 11. 01. This Non-Recourse Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of or performance with respect to any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent Trustee, any Holder or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment or performance had not been mademade or occurred. The obligations of the Guarantor under this Non-Recourse Guaranty shall not be subject to reduction, termination or other impairment by any set-off, recoupment, counterclaim or defense or for any other reason.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Agent or any Lender Credit Party with respect thereto. The obligations Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other obligations Obligations of any Designated Subsidiary other Loan Party under this Agreement and or in respect of the NotesLoan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the this Company under this Guaranty, irrespective of whether any action is brought against any Borrower applicable Designated Borrower, any other Loan Party or whether such Designated Borrower, any Borrower other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, any Loan Document or any other agreement or instrument relating 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 Designated Subsidiary other Loan Party under this Agreement or in respect of the NotesLoan Documents, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteLoan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Loan Party or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any 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 Designated Subsidiary Loan Party or any of its SubsidiariesSubsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower, Loan Party or Subsidiary or its assets or any resulting release or discharge of any Guaranteed Obligation; (ef) the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, any other Loan Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; (g) any invalidity or unenforceability relating to or against any applicable Designated Borrower, 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; (h) any failure of the Agent or any Lender Credit Party to disclose to the Company or any Designated Subsidiary Loan Party any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary other Loan Party now or in the future hereafter known to the Agent or such Lender, as the case may be Credit Party (the Company waiving any duty on the part of the Agent or the Lenders Credit Parties to disclose such information); (i) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or (fj) any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by the Agent or any Lender Credit Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any Designated Subsidiary or the Company or Company, any other guarantor Loan Party or surety, other than a defense of payment and performance. This Company 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 any Credit Party or any Lender other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Subsidiary Borrower, Loan Party or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company Each Subsidiary Notes Guarantor guarantees that the Guaranteed Obligations will Notes shall be paid or performed strictly in accordance with the terms of the Notes and this Agreement Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender Holder with respect thereto. The obligations of the Company each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Company under the Notes and this Agreement and the NotesIndenture, and a separate action or actions may be brought and prosecuted against the Company such Subsidiary Notes Guarantor to enforce the obligations of the Company under this Guarantyits Subsidiary Notes Guarantee, irrespective of whether any action is brought against the Company or any Borrower other 105 Subsidiary Notes Guarantor or whether the Company or any Borrower other Subsidiary Notes Guarantor is joined in any such action or actions. The liability of the Company each Subsidiary Notes Guarantor under this Guaranty its Subsidiary Notes Guarantee shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now liability and obligations of such Subsidiary Notes Guarantor hereunder shall not be released, discharged, mitigated, waived, impaired or hereafter have affected in any way relating to, any whole or all of the followingin part by: (a) any lack of validity or enforceability of this Agreement Indenture or the Notes, Notes with respect to the Company or any other Subsidiary Notes Guarantor or any agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesIndenture Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteIndenture, including, without limitation, including any increase in the Guaranteed Indenture Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries the Company or otherwise; (c) the failure to give notice to the Subsidiary Notes Guarantor of the occurrence of a Default under the provisions of this Indenture or the Notes; (d) any taking, release or amendment or waiver of or consent to departure from any other guarantyguarantee, for all or any of the Guaranteed Indenture Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent failure, omission, delay by or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty inability on the part of the Agent Trustee or the Lenders Holders to disclose such information); orassert or exercise any right, power or remedy conferred on the Trustee or the Holders in this Indenture or the Notes; (f) any change in the corporate structure, or termination, dissolution, consolidation or merger of the Company or any Subsidiary Notes Guarantor with or into any other Person, the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of the Company or any Subsidiary Notes Guarantor, the marshalling of the assets and liabilities of the Company or any Subsidiary Notes Guarantor, the receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with the creditors, or readjustment of, or other similar proceedings affecting the Company or any Subsidiary Notes Guarantor, or any of the assets of any of them; (g) the assignment of any right, title or interest of the Trustee or any Holder in this Indenture or the Notes to any other Person; or (h) any other event or circumstance (including, without limitation, including any statute of limitations) ), whether foreseen or unforeseen and whether similar or dissimilar to any existence of or reliance on any representation by the Agent or any Lender foregoing, that might otherwise constitute a defense available to, or a discharge of, any Designated the Company 106 or a Subsidiary Notes Guarantor, other than payment in full of the Indenture Obligations; it being the intent of each Subsidiary Notes Guarantor that its obligations hereunder shall not be discharged except by payment of all amounts owing pursuant to this Indenture or the Company or any other guarantor or suretyNotes. This Guaranty The Subsidiary Notes Guarantee of each Subsidiary Notes Guarantor shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indenture Obligations is rescinded or must otherwise be returned by any Holder or the Agent or any Lender Trustee upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Company or otherwise, all as though such payment had not been made. Each Subsidiary Notes Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between such Subsidiary Notes Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of this Indenture for the purposes of this Subsidiary Notes Guarantee, notwithstanding any stay, injunction or other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declarations of acceleration of such obligations as provided in Article Five of this Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Notes Guarantor for the purpose of this Subsidiary Notes Guarantee.

Guaranty Absolute. The Company Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement the Purchase 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 Lender BE Aerospace with respect thereto. The obligations of the Company Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary the Purchaser under this Agreement and the NotesPurchase Agreement, and a separate action or actions may be brought and prosecuted against the Company Guarantor to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower the Purchaser or whether any Borrower the Purchaser is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this the Purchase Agreement or the Notes, or any other agreement or instrument relating theretothereto arising from the failure of the Purchaser to properly authorize, execute and deliver the Purchase Agreement; (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 Designated Subsidiary the Purchaser under this the Purchase Agreement or the Notesany agreement or instrument relating thereto, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwisePurchase Agreement; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary the Purchaser, IFE or any of its Subsidiaries;their respective subsidiaries; or (ed) any failure of the Agent or any Lender BE Aerospace to disclose to the Company or any Designated Subsidiary Guarantor any information relating to the financial condition, operations, properties or prospects of IFE or any Designated Subsidiary of its subsidiaries now or in the future known to the Agent or such Lender, as the case may be BE Aerospace (the Company Guarantor waiving any duty on the part of the Agent or the Lenders BE Aerospace to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 BE Aerospace or any Lender other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary the Purchaser or IFE or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees guaranties that the Guaranteed Guarantied Obligations will be paid strictly in accordance with the terms of this Agreement Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Bank or the Agent or any Lender with respect thereto. The obligations Obligations of the Company under this Guaranty Article XI are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesGuarantied Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this GuarantyArticle XI, irrespective of whether any action is brought against any Borrower Borrowing Subsidiary or Account Subsidiary or whether any Borrower Borrowing Subsidiary or Account Subsidiary is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses defense it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesGuarantied Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseAgreement; (c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Guarantied Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated Borrowing Subsidiary or any of its Subsidiaries;Account Subsidiary; or (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, including any statute of limitationslimitations to the fullest extent permitted by applicable Law) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, the Company, any Designated Borrowing Subsidiary or the Company Account Subsidiary or any other guarantor or suretyguarantor. This Guaranty 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 any Bank, the L/C Issuer or the Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Designated Borrowing Subsidiary or Account Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this 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 the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary AISL under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower AISL or whether any Borrower AISL is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary AISL under or in respect of this Agreement or and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary AISL or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of AISL under this Agreement and the Notes or any other assets of AISL or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary AISL or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary AISL now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or and the Lenders to disclose such information); or (fg) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company AISL 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 Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary AISL or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that Subject to the Guaranteed Obligations will be paid strictly in accordance with last sentence of Section 2, the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company Guarantor under this Guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all nothing whatever except actual full payment to Seller of the followingGuaranteed Obligations (and all other debts, obligations and liabilities of Guarantor under this Guaranty) shall operate to discharge Guarantor’s liability hereunder. Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall be unaffected by: (a) The occurrence or continuance of any lack event of validity bankruptcy, reorganization or enforceability of this Agreement or the Notesinsolvency with respect to Consumers, or any other agreement disallowance of all or instrument relating theretoany portion of any claim by Seller, its successors or permitted assigns in connection with any such proceeding or in the event that all or any part of any payment is recovered from Seller as a preference payment or fraudulent transfer under the Federal Bankruptcy Code or any applicable law, or the dissolution, liquidation or winding up of Guarantor or Consumers; (b) Any amendment, supplement, reformation or other modification of the Power Purchase Agreement; (c) The exercise, non-exercise or delay in exercising, by Seller or any other Person, of any of their rights under this Guaranty or the Power Purchase Agreement; (d) Any change in the time, manner or place of payment of, or in any other term terms of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of of, or any consent to departure from this depart from, the Power Purchase Agreement or any Noteother agreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary document or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiariesinstrument relating thereto; (e) Any permitted assignment or other transfer of rights under this Guaranty by Seller, or any failure permitted assignment or other transfer of the Agent or Power Purchase Agreement, including any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, assignment as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); orsecurity for financing purposes; (f) Any merger or consolidation into or with any other circumstance entity, or other change in the corporate existence or cessation of existence of, Consumers or Guarantor; (includingg) Any change in ownership or control of Guarantor or Consumers; (h) Any sale, without limitation, transfer or other disposition by Guarantor of any statute direct or indirect interest it may have in Consumers; (i) The inaccuracy of limitationsany of the representations and warranties of Consumers under the Power Purchase Agreement; (j) or The absence of any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available notice to, or a discharge knowledge by, Guarantor of the existence or occurrence of any of the matters or events set forth in the foregoing clauses; (k) The failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any Designated Subsidiary Person; (l) Any substitution, modification, exchange, release, settlement or the Company compromise of any security or any other guarantor collateral for or surety. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment guaranty of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Agent failure to apply such security or collateral or failure to enforce such guaranty; (m) The existence of any claim, set-off, or other rights which Guarantor or any Lender upon Affiliate thereof may have at any time against Seller or any Affiliate thereof; (n) The genuineness, validity, regularity, or enforceability of this Guaranty, the insolvencyPower Purchase Agreement or any other agreement, document or instrument related to the transactions contemplated hereby or thereby; and (o) Any other circumstances which might otherwise constitute a defense to, or discharge of, Guarantor or Consumers in respect of the Guaranteed Obligations or a legal or equitable discharge of Consumers in respect thereof, including, a discharge as a result of any bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madesimilar law.

Guaranty Absolute. (a) The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes, regardless of any law, regulation regulation, decree or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary other Borrower under or in respect of this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The guaranty hereunder is a guaranty of payment and not of collection. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now have or hereafter have acquire in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the NotesAgreement, any Note or any other agreement or instrument relating 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 Designated Subsidiary Borrower under or in respect of this Agreement or and the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary Borrower or any of its Subsidiaries or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of of, or consent to departure from from, any other guaranty, for all or any of the Guaranteed Obligations; (d) any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other obligations of any Borrower under this Agreement and the Notes or any other assets of any Borrower or any of its Subsidiaries; (e) any change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary Borrower or any of its Subsidiaries; (ef) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the business, condition (financial conditionor otherwise), operations, performance, properties or prospects of any Designated Subsidiary Borrower now or in the future hereafter known to the Agent or such Lender, as the case may be Lender (the Company waiving any duty on the part of the Agent or and the Lenders to disclose such information); (g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of the Company or other guarantor or surety with respect to the Guaranteed Obligations; or (fh) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company Borrower or any other guarantor or suretysurety (other than payment of such 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 Agent or any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate 49 action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwise; (c) 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 change, restructuring or termination of the corporate structure or existence of any Designated Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information); or (f) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Subsidiary LC Obligations will be paid strictly in accordance with the terms of this Agreement hereof regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any Lender LC Issuer with respect thereto. The obligations of the Company under this Guaranty hereunder are independent of the Guaranteed Subsidiary LC Obligations or any other obligations of any Designated Subsidiary under this Agreement and the Notes, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under guaranty contained in this GuarantySection 2.11, irrespective of whether any action is brought against any Borrower LC Subsidiary or whether any Borrower LC Subsidiary is joined in any such action or actions. The liability of the Company under the guaranty contained in this Guaranty Section 2.11 shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (ai) any lack of validity or enforceability of this Agreement or any of the Notes, Subsidiary LC Obligations or any other agreement or instrument relating theretothereto against any LC Subsidiary or any other Person; (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 Designated Subsidiary under this Agreement or the NotesLC Obligations, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, herefrom with respect to Letters of Credit issued for the account of an LC Subsidiary including, without limitation, any increase in the Guaranteed Subsidiary LC Obligations resulting from the extension Issuance of additional credit Letters of Credit beyond the aggregate limitation specified in Section 2.01 hereof to any Designated Subsidiary or any of its and all LC Subsidiaries or otherwise; (ciii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Subsidiary LC Obligations; (div) any manner of application of collateral, or proceeds thereof, to all or any of the Subsidiary LC Obligations, or any manner of sale or other disposition of any collateral for all or any of the Subsidiary LC Obligations or any other assets of an LC Subsidiary; (v) any change, restructuring or termination of the corporate structure or existence of any Designated an LC Subsidiary or any LC Subsidiary’s lack of its Subsidiaries; (e) any failure of the Agent corporate power or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)authority; or (fvi) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Agent or any Lender that which might otherwise constitute a defense available to, or a discharge of, any Designated Subsidiary or the Company or any other guarantor or suretya third party guarantor. This Guaranty The guaranty provided in this Section 2.11 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Subsidiary LC Obligations is rescinded or must otherwise be returned by the Agent or any Lender LC Issuer upon the insolvency, bankruptcy or reorganization of any Designated an LC Subsidiary or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement 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 Administrative Agent or any Lender the Lenders with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement and the NotesObligations, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any the Subsidiary Borrower or whether any the Subsidiary Borrower is joined in any such action or actions. The liability of the Company under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following: (a) any lack of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating 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 Designated Subsidiary under this Agreement or the NotesObligations, or any other amendment or waiver of or any consent to departure from this Agreement or any NoteAgreement, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated the Subsidiary or any of its Subsidiaries Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Designated the Subsidiary or any of its Subsidiaries; (e) any failure of the Agent or any Lender to disclose to the Company or any Designated Subsidiary any information relating to the financial condition, operations, properties or prospects of any Designated Subsidiary now or in the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part of the Agent or the Lenders to disclose such information)Borrower; or (fe) 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 Lender that might otherwise constitute a defense available to, or a discharge of, any Designated the Company, the Subsidiary or the Company 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 Lender upon the insolvency, bankruptcy or reorganization of any Designated the Subsidiary Borrower or otherwise, all as though such payment had not been made.

Guaranty Absolute. The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement regardless and the Loans owed by the Borrowing Subsidiaries. The Company agrees that the Guaranteed Obligations, this Agreement and all other instruments and agreements applicable to the Company and the Borrowing Subsidiaries (this Agreement and all such other instruments and agreements being hereinafter referred to in this Article VIII as the "Documents") may be extended or renewed, and Loans repaid and reborrowed in whole or in part, without notice to or assent by the Company, and that it will remain bound upon this guaranty notwithstanding any extension, renewal or other alteration 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 Lender with respect thereto. The obligations of the Company under this Guaranty are independent of the Guaranteed Obligations or Documents, or any other obligations repayment and reborrowing of any Designated Subsidiary under Loans. To the maximum extent permitted by applicable law, except as expressly provided in this Agreement and the NotesAgreement, and a separate action or actions may be brought and prosecuted against the Company to enforce the obligations of the Company under this Guaranty, irrespective of whether any action is brought against any Borrower or whether any Borrower is joined in any such action or actions. The liability of the Company under this Guaranty guaranty shall be absolute, unconditional and irrevocable, absolute and unconditional irrespective ofshall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the followingincluding: (a) any lack extension, renewal, modification, settlement, compromise, waiver or release in respect of validity or enforceability of this Agreement or the Notes, or any other agreement or instrument relating theretoGuaranteed Obligations; (b) any change extension, renewal, amendment, modification, rescission, waiver or release in the time, manner or place respect of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other obligations of any Designated Subsidiary under this Agreement or the Notes, or any other amendment or waiver of or any consent to departure from this Agreement or any Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Designated Subsidiary or any of its Subsidiaries or otherwiseDocuments; (c) any takingrelease, exchange, substitution, non-perfection or invalidity of, or failure to exercise rights or remedies with respect to, any direct or indirect security for any Guaranteed Obligations, including the release of any Borrowing Subsidiary or amendment or waiver of or consent to departure from other Person liable on any other guaranty, for all or any of the Guaranteed Obligations; (d) any changechange in the corporate existence, restructuring structure or termination ownership of the corporate structure Company, any Borrowing Subsidiary or existence of any Designated insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, any Borrowing Subsidiary or any of its Subsidiariestheir respective assets; (e) the existence of any failure of claim, defense, set-off or other rights or remedies which any Borrowing Subsidiary at any time may have against the Agent Company, or any Lender to disclose to the Company or such Borrowing Subsidiary may have at any Designated time against the Administrative Agent, any Bank, any other Borrowing Subsidiary or any information relating to other Person, whether in connection with this Agreement, the financial conditionother Documents, operations, properties the transactions contemplated thereby or prospects of any Designated Subsidiary now or other transaction other than by the payment in full by the future known to the Agent or such Lender, as the case may be (the Company waiving any duty on the part Borrowing Subsidiaries of the Agent or Guaranteed Obligations after the Lenders to disclose such information); ortermination of the Commitments of the Banks; (f) any other circumstance (including, without limitation, invalidity or unenforceability for any statute reason of limitations) this Agreement or any existence of or reliance on any representation by the Agent other Document, or any Lender that might otherwise constitute a defense available to, provision of law purporting to prohibit the payment or a discharge of, any Designated Subsidiary or performance by the Company 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 Borrowing Subsidiary of the Guaranteed Obligations is rescinded or must otherwise be returned by the Documents, or of any other obligation to the Administrative Agent or any Lender upon Bank; or (g) any other circumstances or happening whatsoever, whether or not similar to any of the insolvency, bankruptcy or reorganization of any Designated Subsidiary or otherwise, all as though such payment had not been madeforegoing.