Common use of No Release of Guarantor Clause in Contracts

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases increase the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of or Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's Obligor financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtednessindebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ---------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar FinancialSeller's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's obligations and liabilities -------------------------------------- ----------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for of any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Factor may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of Guarantor's obligations and liabilities -------------------------------------- under this Guaranty shall not be releasedand without notifying Guarantor of any of the following: (i) renew, impairedextend, reduced rearrange, alter, impair, suspend or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of modify any event, including without limitation any one or more of the following events: (a) deathother Factoring Documents, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack any of authority (whether corporate, partnership or trust) of Obligor (the Guarantied Obligations or any person acting on Obligor's behalfof the rights or remedies of Factor under the Factoring Documents; (ii) or any Other Obligor release Client or any other defense based guarantor from any of the Guarantied Obligations; (iii) sell, release, subordinate, impair, suspend, waive or otherwise fail to obtain, perfect or realize upon (or continue the perfection of) a security interest in any collateral for any of the Guarantied Obligations, this Guaranty or any other guaranty of the Guarantied Obligations; (iv) exercise Factor's rights in any collateral for any of the Guarantied Obligations, this Guaranty or any other guaranty of the Guarantied Obligations in any order that Factor may elect in its sole discretion; (v) advance additional funds to or for the benefit of Client; (vi) foreclose on any collateral for the Guarantied Obligations, or any portion thereof (including the collateral provided under a deed of trust) or a guaranty of the Guarantied Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Client or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty (in this connection, Guarantor waives any rights and defenses arising out of an election of remedies by Factor, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guarantied Obligation or any other guaranty, has destroyed Guarantor's rights of subrogation and reimbursement against Client or any other guarantor by operation of law and, in addition, Guarantor waives any defenses arising under Uniform Commercial Code Sections 1103 and 9601 et seq.); (vii) permit or suffer the lack impairment of validity or unenforceability any of the indebtedness Guarantied Obligations in a case under the Bankruptcy Code by or against Client; (viii) make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Client; (ix) permit or suffer the creation of secured or unsecured credit or debt under Bankruptcy Code Section 364 in a case by or against Client; (x) permit or suffer the disallowance, avoidance or subordination of any agreement of the Guarantied Obligations or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder collateral for any reason, including without limitation, Caterpillar Financial's failure of the Guarantied Obligations; (xi) fail to preserve exercise any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial Factor may have with respect to the payment or payments performance of, any of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor the Factoring Documents or any of the Guarantied Obligations; or (xii) fail to obtain a guaranty, other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable lawassurance of payment, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to credit enhancement from any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, notwithstanding the occurrence of any event, including without limitation any one or more of the following events: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's ’s behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness Indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's ’s absence or cessation of liability thereunder for any reason, including without limitation, Caterpillar Financial's Seller’s failure to preserve any right or remedy against Obligor; (b) any change in Obligor's ’s financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's ’s Indebtedness; (d) any change in Obligor's ’s management, ownership, identity or business or organizational structure; (e) the execution of this Guaranty prior to, concurrent with or subsequent to the execution of the Contract; (f) any payment by Obligor or any other party to Caterpillar Financial Seller that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial Seller is required to fund such payment or pay such amount to Obligor or to any other person; (fg) any sale, lease or transfer, whether or not commercially reasonable, or of all or any part of Obligor's ’s assets and/or any assignment, transfer or delegation of Obligor's indebtedness ’s Indebtedness to any third party (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); (gh) any failure to perfect any lien or security interest securing the indebtedness Indebtedness or preserve any right, priority or remedy against any Equipment; (hi) any interruption, change or cessation of relations between Guarantor and Obligor; (ij) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (jk) any act or omission by Caterpillar Financial Seller which increases the scope of Guarantor's ’s risk, including without limitation, negligent administration of transactions with Obligor, ; and/or (kl) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.

No Release of Guarantor. Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be released, impaired, reduced or otherwise affected by, and shall continue in full force and effect, effect notwithstanding the occurrence of any event, including without limitation any one or more of the following events: events (a) death, insolvency, insolvency bankruptcy, arrangement, adjustment, composition, liquidation, disability, liquidation dissolution or lack of authority (whether corporate, partnership or trust) of Obligor (or any person acting on Obligor's ’s behalf) or any Other Obligor or any other defense based on or arising out of the lack of validity or unenforceability of the indebtedness or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's ’s absence or cessation of liability thereunder for any reason, including including, without limitation, Caterpillar Financial's ’s failure to preserve any right or remedy against Obligor; , (b) any change in Obligor's ’s financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness’s indebtedness; (d) any change in Obligor's ’s management, ownership, identity or business or organizational structure; (e) the execution of this Guaranty prior to, concurrent with or subsequent to the execution of the Contract; (f) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (fg) any sale, lease or transfer, whether or not commercially reasonable, or transfer of all or any part of Obligor's ’s assets and/or any assignment, transfer or delegation of Obligor's ’s indebtedness to any third party made in accordance with the Agreement (whereby this Guaranty shall continue to extend to all sums due from or for the account of Obligor and/or the new or substituted legal entity); , (gh) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (hi) any interruption, interruption change or cessation of relations between Guarantor and Obligor; Obligor (ij) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; person (jk) any act or omission by Caterpillar Financial which increases the scope of Guarantor's ’s risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against Guarantor.Obligor and/or

No Release of Guarantor. Agent and Lenders may do or suffer any of the following, by action or inaction, without releasing or exonerating Guarantor from any of Guarantor's ’s obligations and liabilities -------------------------------------- under this Guaranty shall not be releasedand without notifying Guarantor of any of the following: (i) renew, impairedextend, reduced rearrange, alter, impair, suspend or otherwise affected bymodify any of the other Loan Documents, any of the Guaranteed Obligations or any of the rights or remedies of Agent or Lenders under the Loan Documents; (ii) release Borrowers or any other guarantor from any of the Guaranteed Obligations; (iii) sell, release, subordinate, impair, suspend, waive or otherwise fail to obtain, perfect or realize upon (or continue the perfection of) a security interest in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations; (iv) exercise Agent’s or Lenders’ rights in any Collateral for any of the Guaranteed Obligations, this Guaranty or any other guaranty of the Guaranteed Obligations in any order that Agent or a Lender may elect in its sole discretion; (v) advance additional funds to or for the benefit of Borrowers; (vi) foreclose on any Collateral for the Guaranteed Obligations, or any portion thereof (including any Collateral provided under a deed of trust) or a guaranty of the Guaranteed Obligations, or any portion thereof in a manner that diminishes, impairs or precludes the right of Guarantor to enjoy any rights of subrogation against Borrowers or any other guarantor, or to obtain reimbursement, performance, or indemnification for payment or performance under this Guaranty (in this connection, Guarantor waives any rights and defenses arising out of an election of remedies by Agent or Lenders (other than a defense of payment), even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation or any other guaranty, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrowers or any other guarantor by operation of law and, in addition, Guarantor waives any defenses arising under Uniform Commercial Code Sections 1103 and 9601 et seq.); (vii) permit or suffer the impairment of any of the Guaranteed Obligations in a case under the Bankruptcy Code by or against Borrowers; (viii) make an election under Bankruptcy Code Section 1111(b)(2) in a case by or against Borrowers; (ix) permit or suffer the creation of secured or unsecured credit or debt under Bankruptcy Code Section 364 in a case by or against Borrowers; (x) permit or suffer the disallowance, avoidance or subordination of any of the Guaranteed Obligations or Collateral for any of the Guaranteed Obligations; (xi) fail to exercise any right or remedy Agent or Lenders may have with respect to the payment or performance of, any of the Loan Documents or any of the Guaranteed Obligations; or (xii) fail to obtain a guaranty, other assurance of payment, or credit enhancement from any other person. Without limiting any of the foregoing, Guarantor waives (i) all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Agent’s or such Lender’s rights of subrogation and reimbursement against any Borrower, any other guarantor or any other Person by the operation of Section 580d of the California Code of Civil Procedure, any comparable statute, or otherwise, and shall continue in full force (ii) all rights and effectdefenses that Guarantor may have because the Guaranteed Obligations are or become secured by Real Estate, notwithstanding the occurrence of any eventwhich means, including without limitation any one or more of the following eventsamong other things: (a) death, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution Agent and Lenders may collect from Guarantor without first foreclosing on any Real Estate Collateral or lack of authority (whether corporate, partnership or trust) of Obligor (personal property Collateral pledged by any Borrower or any person acting on Obligor's behalfguarantor and (b) if Agent or any Other Obligor Lender forecloses on any Real Estate pledged by any Borrower or any guarantor: (I) the amount of the Guaranteed Obligations may be reduced only by the price for which such Real Estate is sold at the foreclosure sale, even if such Real Estate is worth more than the sale price; and (II) Agent and Lenders may collect from Guarantor even if Agent or Lenders, by foreclosing on such Real Estate, have destroyed any right Guarantor may have to collect from the Borrowers or any other defense guarantor. The foregoing is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Obligations are secured by Real Estate. These rights and defenses include, but are not limited to, any rights or defenses based on upon Section 580a, 580b, 580d or arising out 726 of the lack California Code of validity or unenforceability of the indebtedness Civil Procedure or any agreement or instrument relating thereto or any provisions thereof and/or Obligor's absence or cessation of liability thereunder for any reasoncomparable statutes. As provided in Section 11.6, including without limitation, Caterpillar Financial's failure to preserve any right or remedy against Obligor; (b) any change in Obligor's financial condition; (c) partial payment or payments of any amount due and/or outstanding under Obligor's Indebtedness; (d) any change in Obligor's management, ownership, identity or business or organizational structure; (e) any payment by Obligor or any other party to Caterpillar Financial that is held to constitute a preferential transfer or a fraudulent conveyance under any applicable law, or for any reason, Caterpillar Financial is required to fund such payment or pay such amount to Obligor or to any other person; (f) any sale, lease or transfer, whether or not commercially reasonable, or all or any part of Obligor's assets and/or any assignment, transfer or delegation of Obligor's indebtedness to any third party (whereby this Guaranty shall continue be governed by, and construed in accordance with, the laws of the state of New York. The foregoing provisions are included solely out of an abundance of caution and shall not be construed to extend mean that any of the above referenced provisions of California law are in any way applicable to all sums due from this Guaranty or for the account of Obligor and/or the new or substituted legal entity); (g) any failure to perfect any lien or security interest securing the indebtedness or preserve any right, priority or remedy against any Equipment; (h) any interruption, change or cessation of relations between Guarantor and Obligor; (i) any defect in, damage to, destruction of or loss of or interference with possession or use of any Equipment for any reason by Obligor or any other person; (j) any act or omission by Caterpillar Financial which increases the scope of Guarantor's risk, including without limitation, negligent administration of transactions with Obligor, and/or (k) any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against GuarantorGuaranteed Obligations.