Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other right which either disposal of any Collateral or other security for any of the Guarantors may have at Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any time against transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, any Agent or the Lenders and the Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under This Guaranty shall not be discharged except by complete performance of the laws of any jurisdiction other than Guaranteed Obligations as contemplated in the State of New York, Indenture and the Securities. The obligations of each of the Guarantors Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence failure of any claimHolder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, set-off the Securities or any other right which either agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the Guarantors may have at any time against terms or provisions of the BorrowerIndenture, the Administrative Agent, Securities or any Lenders other agreement; (d) the release of any security held by or for the benefit of any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person, whether ; or (f) except as provided in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability Section 2.08 of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the paymentSecond Supplemental Indenture, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification such Guarantor. Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of any Transaction Document in accordance with liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the terms hereof taking of other action by the Trustee or any Holder against, and thereof; or (f) any other act or omission to act or delay of any kind by the Borrowernotice to, the Administrative Agent, the Lenders or any other Person Guarantor or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderCompany.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Agent or the Administrative Agent, any Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each the Trust under this Agreement are absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalue, irrevocable and absolute andgenuineness, without limiting the generality validity, regularity or enforceability of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Marketing Agent Agreement or any other Transaction Document relating agreement or instrument referred to herein, or against the Borrower any substitution, release or either exchange of any guarantee of the Guarantors for any reason; (c) any provision Obligation, and, to the fullest extent permitted by applicable law, irrespective of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this clause that the obligations of the Trust hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Trust hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Trust, the time for any performance of or defense compliance with the Obligation shall be extended, or such performance or compliance shall be waived; (b) any act taken by any party to either any other agreement or instrument referred to herein pursuant to the provisions thereof; (c) the Obligation shall be modified, supplemented or amended in any respect, or any right under the Marketing Agent Agreement or any other agreement or instrument referred to herein shall be waived or any guarantee of the Guarantors’ Obligation shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Sponsor, the Trust or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligation in or as a result of any such proceeding. Except as set forth above, the Trust hereby expressly waives promptness, diligence, presentment, demand of payment, protest, notice of acceptance and any other notices whatsoever, and any requirement that the Marketing Agent exhausts any right, power or remedy or proceed or take any other action against (i) the Sponsor under the Marketing Agent Agreement or in respect of any claim for payment against the Sponsor or any of its assets or under any other agreement or instrument referred to herein or (ii) any other Person under any other guarantee of or claim for payment of the Obligation. The obligations hereunderof the Trust under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Sponsor in respect of the Obligation is rescinded or must be otherwise restored by the Marketing Agent, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Until final payment and satisfaction in full of the Obligation, the Trust hereby waives all rights of subrogation or contribution, whether arising by contract as set forth in Section 10.05 of the Indenture or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Agreement and further agrees with the Marketing Agent that the Marketing Agent shall have no obligation whatsoever in respect of any such payment by the Trust under this Agreement (including any obligation to repay to the Trust any portion of such payment), and the Trust hereby irrevocably releases the Marketing Agent from any such obligation. The undertaking in this Agreement is a continuing undertaking, and shall apply to the Obligation whenever arising.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the BorrowerAgent, the Administrative Agent, any Co-Agents or the Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, the Notes or any other Transaction Loan Document relating related to the Credit Agreement, in whole or against in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, the Notes or any other Loan Document related to the Credit Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent, the Co-Agents or the Lenders and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either of guarantor; it being the Guarantors’ obligations hereunderpurpose and intent that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each This Guaranty is a primary obligation of the Guarantors hereunder Guarantor and is an unconditional, absolute, present and continuing obligation and guarantee of payment and performance (and not merely of collection) and the validity and enforceability of this Guaranty shall be unconditional, irrevocable absolute and absolute and, without limiting the generality of the foregoing, unconditional and shall not be impaired, terminatedaffected or in any way conditioned or contingent upon, releasednor subject to any reduction, discharged limitation, impairment, termination, defense (other than the defense of prior payment or otherwise affected performance), offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the following: Guarantor) irrespective of (a) the existence making of a demand, the institution of suit or the taking of any claimother action to enforce performance, or observance by the Lessee of the Obligations, (b) the validity, regularity or enforceability of any Operative Document or any of the Obligations or any collateral security, other guarantee, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by any Beneficiary, (c) any defense, set-off or counterclaim (other right which either than the defense of the Guarantors prior payment or performance) that may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating be available to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment be asserted by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Lessee or the paymentGuarantor against such Beneficiary, observance, fulfillment or performance of any other Obligations; (d) any change in attempt to collect from the name, purposes, business, Capital Stock (including the ownership thereof) Lessee or constitution of the Borrower; any other entity or to perfect or enforce any security or (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) upon any other act action, occurrence or omission circumstances whatsoever. The Guarantor waives any requirement that the Beneficiaries shall have instituted any suit, action or proceeding or exhausted their remedies or taken any steps to act or delay of enforce any kind by rights against the Borrower, the Administrative Agent, the Lenders Lessee or any other Person or entity to compel any such performance or to collect all or any part of such amount pursuant to the provisions of the Operative Documents or at law or in equity, or otherwise, and regardless of any other circumstance whatsoever which might otherwise constitute a legal condition or equitable discharge of or defense to either of the Guarantors’ obligations hereundercontingency.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, the Issuing Banks, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reasonreason (including for the reason that the obtaining of the Standby L/Cs may be in excess of the powers of the Borrower or of its officers, directors or other agents, acting or purporting to act on its behalf, or be in any way irregular or defective); (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Participating Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Subsidiary Guaranty shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingDebentures, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Debentures or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement agreement between the Lender and the Company or any other Transaction Document relating person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or against the Borrower by any waiver of any covenant or either condition therein provided, or by any acceleration of the Guarantors for any reason; (c) any provision maturity of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Liabilities, or the payment, observance, fulfillment any transfer or performance disposition of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution assets of the Borrower; (e) Company or by any amendmentextension or renewal of the Debentures, waiver in whole or modification in part, or by any modification, alteration, amendment or addition of any Transaction Document in accordance with or to the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the BorrowerDebentures, the Administrative Agent, the Lenders or any other Person agreement between the Lender and the Company or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Subsidiary Guaranty and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Subsidiary Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each The obligation of the Guarantors hereunder Account Parties to reimburse the Issuing Bank for any L/C Disbursement and other Obligations shall be unconditionalabsolute, irrevocable unconditional and absolute andirrevocable, without limiting and shall be paid strictly in accordance with the generality terms of the foregoingthis Agreement under all circumstances, shall not be impaired, terminated, released, discharged or otherwise affected by including the following: (ai) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Credit Document; (ii) the existence of any claim, set-off counterclaim, setoff, defense or other right which either of that the Guarantors Account Parties or any Subsidiary Applicant may have at any time against the Borrowerany beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Administrative Agent, any Lenders Issuing Bank or any other Person, whether in connection with this transaction Agreement or with the other Credit Documents, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (biii) any invalidity draft, demand, certificate or unenforceability other document presented under such Letter of this Agreement Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any other Transaction Document relating statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to or against the Borrower or either make a drawing under such Letter of the Guarantors for any reasonCredit; (civ) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any amount payable payment made by the Borrower Issuing Bank under this Agreement such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Account Parties or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligationstheir Subsidiary Applicants; (dvi) any change in whether or not the name, purposes, business, Capital Stock (including Issuing Bank has given notice to the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification Account Parties of any Transaction Document in accordance with the terms hereof and thereofL/C Disbursement or draw request; or (fvii) the fact that any other act Default or omission Event of Default shall have occurred and be continuing. Each Account Party shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to act or delay it and, in the event of any kind by claim of noncompliance with the BorrowerAccount Parties’ instructions or other irregularity, such Account Party will promptly and in any event within two (2) Business Days of receipt of such copy notify the Administrative Agent, Issuing Bank. The Account Parties and Subsidiary Applicants shall be conclusively deemed to have waived any such claim against the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunderIssuing Bank and its correspondents unless such notice is given as aforesaid.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Lender and the Borrower or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other right which either disposal of any security for any of the Guarantors may have at Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any time against transfer or disposition of any assets of the Borrower, or by any extension or renewal of, or increase of the Administrative Agentamounts available or advanced under, the Credit Agreement, any Lenders of the Notes or any other PersonLoan Document, whether in connection with this transaction whole or with in part, or by any unrelated transaction; (b) modification, alteration, amendment or addition of or to the Credit Agreement, any invalidity or unenforceability of this Agreement the Notes or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the paymentLoan Document, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution guaranty of the Borrower; (e) any amendment's Liabilities, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.other

Unconditional Obligations. Notwithstanding any contrary principles (a) The obligations of Guarantor under this Guaranty will be absolute and unconditional and will remain in full force and effect until the entire principal of and interest on the Notes will have been paid, all other Obligations and amounts owing to the Banks under the laws Loan Documents have been paid and all Letters of Credit have expired and such Obligations will not be affected, modified or impaired upon the happening from time to time of any jurisdiction event, including without limitation any of the following, whether or not with notice to, or the consent of Guarantor: (i) the failure to give notice to Guarantor of the occurrence of an Event of Default under the terms and provisions of any of the Loan Documents; (ii) the waiver, compromise, settlement, release or termination of any of Borrower's obligations, covenants or agreements contained in the Loan Documents or of the payment, performance or observance thereof; (iii) the extension of the time for payment or amount of any principal of or interest on the Notes owing or payable on the Notes or of the time for performance of any obligations, covenants or agreements under or arising out of, any of the Loan Documents or the extension or the renewal thereof; (iv) the modification or amendment (whether material or otherwise) of any, obligation, covenant or agreement set forth in any of the Loan Documents; (v) the taking or the omission of any of the actions referred to in any of the Loan Documents; (vi) any failure, omission, delay or lack on the part of the Agent or the Banks to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Banks in this Guaranty or the other Loan Documents or any other act or acts on the part of the Agent or the Banks, if any; (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition (other than by way of mortgage or granting of security interest to secure borrowing of the Borrower from the Banks) of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment or other similar proceedings affecting Guarantor, or Borrower or any of the assets of either of them, or any allegation or contest of the validity of this Guaranty or the other Loan Documents or the disaffirmance of the other Loan Documents or this Guaranty in any such proceeding; (viii) to the extent permitted by law, any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Guarantor from the performance or agreement contained in this Guaranty; (ix) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty; (x) the substitution, exchange or release of any collateral at any time securing payment of the Notes; (xi) the invalidity, illegality or unenforceability of the Notes or any provision of the other Loan Documents, or any other document or agreement delivered in connection with the issuance of the Notes; or (xii) any default or Event of Default under the Credit Agreement. (b) No setoff, counterclaim, reduction, or diminution of an obligation, or any defense of any kind or nature (other than performance by Guarantor of its obligations hereunder) which Guarantor or Borrower has or may have against any Bank will be available hereunder to Guarantor against any Bank. No invalidity, irregularity or unenforceability of all or any part of the obligations guaranteed hereunder or of any security therefor will affect, impair or constitute a defense to Guarantor's obligations under this Guaranty. (c) Each Bank will have the right to proceed first and directly against Guarantor under this Guaranty without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Agent or such Bank. (d) Guarantor hereby expressly waives notice from the Banks of their respective acceptance and reliance on this Guaranty and waives presentment, demand, protest, and any other notice of any other kind with respect to this Guaranty. Guarantor also waives the Banks' promptness or diligence in collecting the indebtedness guaranteed hereunder or making any demand or claim hereunder. Guarantor agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees which may be incurred by any Bank in enforcing or attempting to enforce this Guaranty or protecting the rights of a Bank hereunder following any default on the part of Guarantor hereunder, whether the same will be enforced by suit or otherwise. (e) This Guaranty will not be deemed to create any right in, or to be in whole or in part for the benefit of any person other than the State Banks or any other bank which may purchase the interest of New York, a Bank or a participation in the obligations Notes from a Bank. This Guaranty is entered into by Guarantor for the benefit of each of the Guarantors hereunder shall Banks and may be unconditional, irrevocable and absolute and, without limiting enforced jointly or severally by the generality Banks. (f) Guarantor's obligation under this Guaranty will survive the repayment of the foregoing, shall not Notes and will be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have reinstated if at any time against any payment to any Bank is required to be restored. (g) Guarantor agrees that any indebtedness of Borrower to Guarantor will be fully subordinate and junior in priority in right of payment to any indebtedness of Borrower to the BorrowerBanks, and Guarantor will have no right of subrogation, reimbursement or indemnity nor any right of recourse to security for the debts and obligations of Borrower to Guarantor, unless and until the entire principal of and interest on the Notes have been paid and all other amounts owing to the Banks under the other Loan Documents and all other Obligations required to be paid by Borrower to the Banks have been paid in full and all Letters of Credit have expired. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all the indebtedness of Borrower to the Banks shall not have been paid in full, such amount shall be held in trust for the benefit of the Banks and shall forthwith be paid to the Agent to be credited and applied upon such Indebtedness. (h) Notwithstanding any other provision of this Guaranty to the contrary, if the obligations of the Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of the Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the Administrative Agentamount of such liability shall, without any Lenders further action by the Guarantor or any other Person, whether be automatically limited and reduced to the highest amount which is valid and enforceable as determined in connection with this transaction such action or with any unrelated transaction;proceeding. (bi) any invalidity or unenforceability The obligations of this Agreement or any other Transaction Document relating to or against the Borrower or either Guarantor will be absolute and unconditional irrespective of the Guarantors for any reason; (c) validity, legality or enforceability of any provision of applicable law any commitment or regulation purporting to prohibit the payment by the document between Borrower and any Bank. (j) The obligation of any amount payable by the Borrower under this Agreement Guarantor will be joint and several with anyone or any more of the other Transaction Documents parties now or hereafter guaranteeing the paymentindebtedness guaranteed by Guarantor, observanceand such obligation of Guarantor may be enforced against each guarantor separately or against any two or more jointly, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof against some separately and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereundersome jointly.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not ------------------------- of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Agent or the Administrative Agent, any Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingCredit Agreement, any Series A Note or any other Operative Agreement, or any other guaranty of the Borrower's Liabilities, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Credit Agreement, any claimSeries A Note or any other Operative Agreement, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Borrower and the Administrative Agent, any Lenders Series A Lender or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Lessee or unenforceability the Borrower, or by any extension or renewal of this Agreement the Credit Agreement, any Series A Note or any other Transaction Document relating Operative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for Credit Agreement, any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement Series A Note or any of the other Transaction Documents or the paymentOperative Agreement, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution guaranty of the Borrower; (e) any amendment's Liabilities, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Borrower and the Agent, any Series A Lender or any other Person, or by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of the Credit Agreement, any Series A Note or any other 122 Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the Guarantors’ parties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, the Guarantor acknowledges and agrees that (a) the Guarantor's Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantor's Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time but for the avoidance, rejection or limitation of any Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. Notwithstanding any contrary principles The Borrower and the Guarantor hereby agree that their obligations, covenants and agreements under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder this Agreement shall be irrevocable, absolute and unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be affected or impaired, terminatednotwithstanding, releasedamong other things, discharged or otherwise affected any of the following, any defense on account of which is hereby expressly waived by the followingBorrower and the Guarantor: (a) 1. The waiver, compromise, settlement, termination or other release of the existence performance or observance by the Borrower and the Guarantor, of any claimor all of the agreements, set-off covenants, terms or conditions in favor of the Government contained herein or in any of the Loan Documents; 2. The granting of one or more extensions of time renewals or other right which either of the Guarantors may have at any time against indulgence(s) to the Borrower, or by the Administrative AgentGovernment heretofore, now or hereafter acquiring, releasing or in any Lenders way modifying any guaranty from any other person or persons or any other Personsecurity in whatever form for any or all of the Borrower's obligations to the Government, whether in connection with this transaction or with any unrelated transactionnot notice thereof shall have been or be given to the Borrower; (b) any invalidity 3. Any failure, omission, delay or unenforceability of this Agreement or any other Transaction Document relating to or against lack on the Borrower or either part of the Guarantors for Government to enforce, assert or exercise any reason; (c) right, power, remedy or claim conferred on the Government herein or in any of the Loan Documents or by applicable law, or the inability of the Government to enforce any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Loan Documents for any reason, or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission on the part of the Government, including without limitation any failure to act obtain, perfect or delay realize upon any security, rights, endorsements or guaranties which the Government may now or hereafter hold or be offered with respect to any of the Borrower's obligations to the Government; 4. Any change in ownership of any kind corporation which has executed this agreement; 5. The voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting the Borrower, or any of its assets; 6. Any fraudulent, illegal, improper or invalid acts heretofore or hereafter undertaken by the Borrower, the Administrative Agent, the Lenders or because of any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either failure of the Guarantors’ Government to discover any such acts or irregularities; 7. The invalidity or unenforceability of any of the Borrower's obligations hereunderto the Government; 8. The modification or amendment (whether material or otherwise) of any term or condition of any of the Loan Documents heretofore or hereafter undertaken; EXHIBIT 10.57 The Borrower and the Guarantor acknowledge and agree that the Government shall have absolutely no responsibility to monitor the Borrower's compliance with applicable laws, including without limitation environmental laws and regulations, or to insure such compliance.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. Each Guarantor’s obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingCredit Agreement or any other Loan Document or any other guaranty of the Obligations, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Credit Agreement or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Obligations, or any time against other agreement between the Borrower, the Administrative Agent, Guaranteed Parties and any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Obligations, or by the release or other disposal of any security for any of the Obligations, or by the dissolution of any Borrower or the combination or consolidation of any Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of any Borrower or unenforceability by any extension or renewal of this the Credit Agreement or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Credit Agreement or any other Loan Document, any other guaranty of the other Transaction Documents or the paymentObligations, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Secured Parties and any Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantors or any of them, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ parties hereto that this Guaranty Agreement and each Guarantor’s obligations hereunderhereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence Notes or any other Loan Document, this Guaranty Agreement against any other Guarantor, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred hereby or thereby, or by any waiver of any covenant or condition herein or therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other right which either disposal of any security for any of the Guarantors may have at Borrower's Liabilities, or by the dissolution of the Borrower or any time against Guarantor or the combination or consolidation of the Borrower or any Guarantor into or with another entity or any transfer or disposition of any assets of the Borrower or any Guarantor or by any extension or renewal of the Credit Agreement any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, this Guaranty Agreement or any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, any Agent or the Lenders and the Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever whatsoever(with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of ------------------------- collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against the Borrower, other agreement between the Administrative Agent, the Documentation Agent or the Lenders and the Borrower or any other person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, the Documentation Agent or the Lenders and the Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Lender and the Borrower or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other right which either disposal of any security for any of the Guarantors may have at Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any time against transfer or disposition of any assets of the Borrower, or by any extension or renewal of, or increase of the Administrative Agentamounts available or advanced under, the Credit Agreement, any Lenders of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Lender and the Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the obligations of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of ------------------------- collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkNote Indenture, the obligations of each Notes or any other Financing Document or any other guaranty of the Guarantors hereunder shall be unconditionalCompany's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Note Indenture, the existence Notes or any other Financing Document, any other guaranty of the Company's Liabilities, or any other agreement between any Guaranty Party and the Company or any other person, in the exercise of any claimright or power therein conferred, set-off or other by any failure or omission to enforce any right which either conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the Guarantors may have at maturity of any time against of the BorrowerCompany's Liabilities, or by the Administrative Agentdissolution of the Company or the combination or consolidation of the Company into or with another entity or any transfer or disposition of any assets of the Company or by any extension or renewal of the Note Indenture, any Lenders of the Notes or any other Financing Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Note Indenture, any of the Notes or any other Financing Document, any other guaranty of the Company's Liabilities, or any other agreement between any Guaranty Party and the Company or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding The guarantee by Guarantor contained in Section 3.1 hereof is a primary obligation of Guarantor and is an unconditional, absolute, present and continuing obligation and is not conditioned in any contrary principles under way upon the laws institution of suit or the taking of any jurisdiction other than action with respect to the State of New York, the obligations of each representations and warranties of the Guarantors hereunder shall be Owner Participant contained in any OP Document or any attempt to enforce performance of or compliance with the Obligations (including, without limitation, any payment obligations). To the extent that performance or compliance with the guarantee by Guarantor contained in Section 3.1 hereof requires the payment of money, such guarantee is an absolute, unconditional, irrevocable present and absolute andcontinuing guarantee of payment and not of collectability and is in no way conditioned or contingent upon the validity, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence enforceability of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction OP Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the Obligations or any collateral security, other Transaction Documents guarantee, if any, or credit support therefor or any attempt to collect from the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders Owner Participant or any other Person entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence or circumstance whatsoever. Such guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, in whole or in part, of any of the sums due to any of the Beneficiaries pursuant to the terms of any OP Document is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, dissolution, liquidation, or the like, of the Owner Participant or Guarantor, or upon or as a result of, the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Owner Participant or Guarantor or any other circumstance whatsoever which might otherwise constitute a legal substantial part of their respective property, or equitable discharge otherwise, all as though such payment had not been made notwithstanding any termination of this Guarantee or defense to either any OP Document. Guarantor shall not commence against the Owner Participant any “case” (as defined in Title 11 of the Guarantors’ obligations hereunder.United States Code, the “Bankruptcy Code”) under the Bankruptcy Code or any similar proceeding under any state insolvency, bankruptcy or similar statute. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Guarantee

Unconditional Obligations. Notwithstanding any contrary principles The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingLSA, any other Transaction Documents or any other any other guaranty of the Borrower's Obligations, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of LSA, any claimother Transaction Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Obligations or any time against other agreement between the Borrower, Investors and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or with power therein conferred, or by any unrelated transaction; (b) failure or omission to enforce any invalidity right conferred thereby, or unenforceability by any waiver of this Agreement any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Obligations, or by the release or other disposal of any security for any of the Borrower's Obligations, or by the dissolution of the Borrower or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the LSA or any other Transaction Document relating Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the LSA, any other Transaction Document, any other guaranty of the Borrower's Obligations or against any other agreement between any of the Investors and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the 162 Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by performance or payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoing, Note or the Security Agreement and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Note or the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Security Agreement or any other Transaction Document relating to or against agreement between the Lender and the Borrower or either any other party, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the Guarantors for any reason; (c) any provision maturity of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the Borrower's Liabilities, or by the release or other Transaction Documents or the payment, observance, fulfillment or performance disposal of any other Obligations; (d) security for any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) 's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any amendment, waiver transfer or modification disposition of any Transaction Document assets of the Borrower or by any extension or renewal of the Note or Security Agreement, in accordance with whole or in part, or by any modification, alteration, amendment or addition of or to the terms hereof and thereof; or (f) any other act Note or omission to act or delay of any kind by the BorrowerSecurity Agreement, the Administrative Agent, the Lenders or any other Person agreement between the Lender and the Borrower or any other party, or by any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which may or might in any manner or to any extent vary the risks of Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Agent or the Administrative Agent, any Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding The obligations of the Equity Owner ------------------------- hereunder are absolute and unconditional, without regard to any contrary principles under the laws circumstance of any jurisdiction other than the State of New York, the obligations of each nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Guarantors hereunder shall be unconditionalCompany, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Deltic or any other PersonMember of any of its respective obligations under the Credit Documents, whether in connection bankruptcy or in any other instance. To the extent permitted by applicable law, the Equity Owner hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with this transaction or with respect to any unrelated transaction; (b) any invalidity or unenforceability of this amounts due under the Credit Agreement or any other Transaction Document relating to Credit Document. The Equity Owner shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against the Borrower Equity Owner and without notice to or either of further assent by or against the Guarantors Equity Owner, any demand for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Borrower under this Agreement Secured Parties, or any of the loans or other Transaction Documents extensions of credit thereunder continued or such amounts, or the payment, observance, fulfillment or performance liability of any other Obligations; (d) Person upon or for any change part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in the namewhole or part, purposesbe renewed, businessextended, Capital Stock (including the ownership thereof) amended, modified, accelerated, compromised, waived, surrendered or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind released by the BorrowerSecured Parties, or the Credit Agreement, the Administrative Agent, the Lenders Temple-Inland Equity Contribution Agreement or any other Person Credit Document or any other circumstance whatsoever which might document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Parties may deem advisable from time to time, or any collateral security or guaranty or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall increase, accelerate, modify or otherwise constitute a legal or equitable discharge of or defense to either -------- alter any obligations of the Guarantors’ obligations hereunderEquity Owner hereunder in any respect without the Equity Owner's consent.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Agent or the Administrative Agent, any Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders 123 and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either of guarantor; it being the Guarantors’ obligations hereunderpurpose and intent that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors Guarantor hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise except by complete performance of the Guaranteed Obligations as contemplated in this Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by the following: (a) the existence failure of any claimHolder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, set-off the Securities or any other right which either agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the Guarantors may have at any time against the Borrowerterms or provisions of this Indenture, the Administrative Agent, Securities or any Lenders other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 10.08, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the nameownership of such Guarantor; PROVIDED, purposesHOWEVER, businessthat, Capital Stock (including notwithstanding the ownership thereof) or constitution of the Borrower; (e) any amendmentforegoing, waiver no such extension, renewal, rescission, waiver, amendment or modification of any Transaction Document in accordance with shall, without the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either written consent of the Guarantors’ obligations hereunder, increase the principal amount of a Security or the interest rate thereon or change the currency of payment with respect to any Security, or alter the Stated Maturity thereof. Each Guarantor hereby waives notice of acceptance of its Subsidiary Guarantee herein and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the existence of guaranty by the Subsidiary Guarantors. All dealings between any claim, set-off or other right which either of the Guarantors may Borrower Entities and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have at any time against the Borrower, the Administrative Agent, any Lenders been had or any other Person, whether consummated in connection with reliance upon this transaction or with any unrelated transaction;Article XI. (b) The obligations of each Subsidiary Guarantor under this Article XI are independent of any invalidity or unenforceability obligations of this Agreement or the Borrower and any other Transaction Document relating Subsidiary Guarantor under the Financing Documents, and an action may be brought and prosecuted against each Subsidiary Guarantor to or enforce its obligations hereunder, irrespective of whether any action is brought against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law other Subsidiary Guarantor or regulation purporting to prohibit the payment by whether the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person Subsidiary Guarantor are joined in any such action or actions. The liability of each Subsidiary Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives, any other circumstance whatsoever which might otherwise constitute constitutes a legal or equitable discharge of a guarantor or defense to either surety other than satisfaction in full of the Guarantors’ Note Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of the Note Obligations, any Financing Document or any agreement or instrument relating thereto; (ii) 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, any Financing Document, or any of the Note Obligations, without notice or demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the Note Obligations, or any manner of sale or other disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Subsidiary Guarantor, the Borrower or any of its Subsidiaries; (v) any change in the time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; or (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Subsidiary Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Subsidiary Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations in accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Subsidiary Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Subsidiary Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Subsidiary Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder. Each Subsidiary Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder. (d) This obligations of the Subsidiary Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Subsidiary Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Section 11.03 will survive any release or termination of the Subsidiary Guarantor’s obligations under this Article XI. If and to the extent that any Subsidiary Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim which such Subsidiary Guarantor may have against the Borrower by reason thereof shall be subject and subordinate to the prior payment in full, in cash, of the Note Obligations that require the payment of money.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Subsidiary Guaranty shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingNotes, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Notes or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement agreement between the Lender and the Company or any other Transaction Document relating person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or against the Borrower by any waiver of any covenant or either condition therein provided, or by any acceleration of the Guarantors for any reason; (c) any provision maturity of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Liabilities, or the payment, observance, fulfillment any transfer or performance disposition of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution assets of the Borrower; (e) Company or by any amendmentextension or renewal of the Notes, waiver in whole or modification in part, or by any modification, alteration, amendment or addition of any Transaction Document in accordance with or to the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the BorrowerNotes, the Administrative Agent, the Lenders or any other Person agreement between the Lender and the Company or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Subsidiary Guaranty and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Subsidiary Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrowers' Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrowers' Liabilities, or any time against other agreement between the Borrower, the Administrative Agent, Secured Parties 151 and any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrowers' Liabilities, or by the release or other disposal of any security for any of the Borrowers' Liabilities, or by the dissolution of any Borrower or the combination or consolidation of any Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of any Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or Credit Agreement, any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders Notes or any other Person Loan Document, any other guaranty of the Borrowers' Liabilities, or any other agreement between the Secured Parties and any Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors hereunder shall be unconditional, irrevocable Guarantor under this Guaranty are unconditional and absolute and, without limiting the generality of the foregoing, shall not be impairedimpaired by any action or omission to act, terminatedwith or without notice to Guarantor, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Lender or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability holder of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Obligations, or the payment, observance, fulfillment or performance by reason of any other Obligations; circumstance (dexcepting payment in fact) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense of a guarantor including specifically the right to either cure any default of Borrower in any third party. Lender may, from time to time, at its sole discretion and without notice to Guarantor, take any or all of the Guarantors’ following actions without discharging or in any way impairing any of the obligations of Guarantor hereunder.: (i) retain or obtain a security interest in any collateral (other than the Collateral (as defined in the Cash Collateral Pledge Agreement), equity interests in WC Holdings, Inc., equity interests in Primrose Holdings, Inc. or the proceeds thereof) to secure any of the Obligations or any obligation hereunder, (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Obligations, (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Obligations, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Obligations, (iv) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each The obligation of the Guarantors Borrower to make the Loan Repayments and all other payments required hereunder and the obligation to perform and observe the other duties, covenants, obligations and agreements on its part contained herein shall be absolute and unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impairedabated, rebated, set-off, reduced, abrogated, terminated, releasedwaived, discharged diminished, postponed or otherwise affected by the following: (a) the existence of modified in any claim, setmanner or to any extent whatsoever while any I-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Bank Bonds remain outstanding or any other PersonLoan Repayments remain unpaid, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; , regardless of any contingency, act of God, event or cause whatsoever, including (cwithout limitation) any provision acts or circumstances that may constitute failure of applicable law consideration, eviction or regulation purporting constructive eviction, the taking by eminent domain or destruction of or damage to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement Project or any Environmental Infrastructure System, commercial frustration of the other Transaction Documents or the paymentpurpose, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution laws of the Borrower; (e) United States of America or of the State or any amendment, waiver political subdivision of either or modification in the rules or regulations of any Transaction Document in accordance governmental authority, any failure of the I-Bank or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the terms hereof and thereof; or (f) Project, this Loan Agreement or the Bond Resolution, or any other act rights of set-off, recoupment, abatement or omission to act or delay of any kind by counterclaim that the BorrowerBorrower might otherwise have against the I-Bank, the Administrative Agent, the Lenders Trustee or any other Person party or parties; provided, however, that payments hereunder shall not constitute a waiver of any such rights. The Borrower shall not be obligated to make any payments required to be made by any other circumstance whatsoever which might otherwise constitute a legal Borrowers under separate Loan Agreements or equitable discharge of or defense to either the Bond Resolution. The Borrower acknowledges that payment of the Guarantors’ obligations I-Bank Bonds by the I-Bank, including payment from moneys drawn by the Trustee from the Debt Service Reserve Fund (to the extent the I-Bank establishes a Debt Service Reserve Fund pursuant to the Bond Resolution), does not constitute payment of the amounts due under this Loan Agreement and the Borrower Bond. If at any time the amount in the Debt Service Reserve Fund shall be less than the Debt Service Reserve Requirement as the result of any transfer of moneys from the Debt Service Reserve Fund to the Debt Service Fund (as all such terms are defined in the Bond Resolution) as the result of a failure by the Borrower to make any I-Bank Bond Loan Repayments required hereunder, the Borrower agrees to replenish (i) such moneys so transferred and (ii) any deficiency arising from losses incurred in making such transfer as the result of the liquidation by the I-Bank of Investment Securities (as defined in the Bond Resolution) acquired as an investment of moneys in the Debt Service Reserve Fund, by making payments to the I-Bank in equal monthly installments for the lesser of six (6) months or the remaining term of the Loan at an interest rate to be determined by the I-Bank necessary to make up any loss caused by such deficiency. The Borrower acknowledges that payment of the I-Bank Bonds from moneys that were originally received by the Trustee from repayments by the Borrowers of loans made to the Borrowers by the State, acting by and through the Department, pursuant to loan agreements dated as of May 1, 2018 by and between the Borrowers and the State, acting by and through the Department, to finance or refinance a portion of the Costs of the Environmental Infrastructure Facilities of the Borrowers, and which moneys were upon such receipt by the Trustee deposited in the I-Bank Bonds Security Account (as defined in the Bond Resolution) does not constitute payment of the amounts due under this Loan Agreement and the Borrower Bond.

Unconditional Obligations. Notwithstanding The obligations of the Company and the Subsidiary Credit Parties to reimburse the Issuing Bank for any contrary principles L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under the laws all circumstances, including, without limitation: (i) any lack of validity or enforceability of any jurisdiction other than the State Letter of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: Credit; (aii) the existence of any claim, set-off setoff, defense or other right which either of the Guarantors Company or any Subsidiary Credit Party may have at any time against a beneficiary of any Letter of Credit or against the Borrower, the Administrative Agent, any Lenders or any other PersonIssuing Bank, whether in connection with this transaction Agreement, the transactions contemplated herein or with any unrelated transaction; ; (biii) any invalidity draft, demand, certificate or unenforceability other document presented under any Letter of this Agreement Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any other Transaction Document relating to statement therein being untrue or against the Borrower or either of the Guarantors for inaccurate in any reason; respect; (civ) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuing Bank of any amount payable by Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the Borrower under this Agreement terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the other Transaction Documents or foregoing, that might, but for the paymentprovisions of this Section, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of, or provide a right of setoff against, the Company's or the Subsidiary Credit Parties' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. Neither the Issuing Bank nor any of its Affiliates shall have any liability or responsibility by reason of or defense in connection with the issuance or transfer of any Letter of Credit or any payment or failure to either make any payment thereunder (irrespective of any of the Guarantors’ obligations hereundercircumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that the foregoing provisions of this Section 2.06 shall not be construed to excuse the Issuing Bank from liability to the Company or any Subsidiary Credit Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company and the Subsidiary Credit Parties to the extent permitted by Applicable Law) suffered by the Company that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Agent or the Administrative Agent, any Lenders and the Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ obligations hereunder.may or

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the existence of guaranty by the Guarantors. All dealings between any claim, set-off or other right which either of the Guarantors may Borrower Entities and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have at any time against the Borrower, the Administrative Agent, any Lenders been had or any other Person, whether consummated in connection with reliance upon this transaction or with any unrelated transaction;Article XI. (b) The obligations of each Guarantor under this Article XI are independent of any invalidity or unenforceability obligations of this Agreement or the Borrower and any other Transaction Document relating Guarantor under the Financing Documents, and an action may be brought and prosecuted against each Guarantor to or enforce its obligations hereunder, irrespective of whether any action is brought against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law other Guarantor or regulation purporting to prohibit the payment by whether the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person Guarantor are joined in any such action or actions. The liability of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, any other circumstance whatsoever which might otherwise constitute constitutes a legal or equitable discharge of a guarantor or defense to either surety other than satisfaction in full of the Guarantors’ Note Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of the Note Obligations, any Financing Document or any agreement or instrument relating thereto; (ii) 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, any Financing Document, or any of the Note Obligations, without notice or demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the Note Obligations, or any manner of sale or other disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Guarantor, the Borrower or any of its Subsidiaries; (v) any change in the time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations in accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder. Each Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Guarantor’s liability hereunder. (d) This obligations of the Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Section 11.03 will survive any release or termination of the Guarantor’s obligations under this Article XI. If and to the extent that any Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim which such Guarantor may have against the Borrower by reason thereof shall be subject and subordinate to the prior payment in full, in cash, of the Note Obligations that require the payment of money.

Unconditional Obligations. Notwithstanding any contrary principles (a) Each Borrower hereby agrees that, except as otherwise expressly provided in this Agreement, its obligations under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall this Agreement are and will be unconditional, irrevocable and absolute and, without limiting the generality irrespective of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (ai) the existence absence of any claim, set-off attempt to collect an Obligation incurred by any Borrower from any Borrower or any guarantor or other right which either of action to enforce the Guarantors may have at same; (ii) failure by Administrative Agent to take any time against the Borrowersteps to perfect and maintain its security interest in, the Administrative Agentor to preserve its rights to, any Lenders security or collateral for an Obligation incurred by any Borrower; (iii) any Insolvency Proceeding by or against any Borrower or any other PersonLoan Party, whether or Administrative Agent’s or any Lender’s election in connection with this transaction or with any unrelated transaction; such proceeding of the application of § 1111(b)(2) of the Bankruptcy Code; (biv) any invalidity borrowing or unenforceability grant of this Agreement a security interest by any Borrower as debtor-in-possession under § 364 of the Bankruptcy Code; (v) the disallowance, under § 502 of the Bankruptcy Code, of all or any other Transaction Document relating to portion of Administrative Agent’s or against the Borrower or either of the Guarantors any Lender’s claim(s) for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower repayment of any amount payable of an Obligation incurred by the Borrower under this Agreement any Borrower; or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (fvi) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of a guarantor unless that legal or equitable discharge or defense is that of a Borrower in its capacity as a Borrower. (b) Without limiting the generality of the Guarantors’ obligations hereunderforegoing, each Borrower expressly waives, as applicable and to the fullest extent permitted by applicable law, (i) any defense arising under the benefits of excussion (beneficio de excusión) and division (beneficio de división) under the Puerto Rico Civil Code, or any analogous civil law doctrine of any other jurisdiction, (ii) any right to require Administrative Agent or any Lender to proceed against any other Borrower, any guarantor, or any other Person, or to proceed against or exhaust any security or collateral, before enforcing its rights and remedies against such Borrower, and (iii) any right to require the marshaling of assets or collateral, including any right to require Administrative Agent or any Lender to marshal any assets or collateral in favor of such Borrower or any other Person or against or in payment of any or all of the Obligations.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. Each Guarantor’s obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingCredit Agreement or any other Loan Document or any other guaranty of the Obligations, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Credit Agreement or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Obligations, or any time against other agreement between the Borrower, Guaranteed Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Obligations, or by the release or other disposal of any security for any of the Obligations, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this the Credit Agreement or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement or against any other Loan Document, any other guaranty of the Obligations, or any other agreement between the Guaranteed Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantors or any of them, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ parties hereto that this Guaranty and each Guarantor’s obligations hereunderhereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the existence of guaranty by the Guarantors. All dealings between any claim, set-off or other right which either of the Guarantors may Borrower Entities and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have at any time against the Borrower, the Administrative Agent, any Lenders been had or any other Person, whether consummated in connection with reliance upon this transaction or with any unrelated transaction;Article XI. (b) The obligations of each Guarantor under this Article XI are independent of any invalidity or unenforceability obligations of this Agreement or the Borrower and any other Transaction Document relating Guarantor under the Financing Documents, and an action may be brought and prosecuted against each Guarantor to or enforce its obligations hereunder, irrespective of whether any action is brought against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law other Guarantor or regulation purporting to prohibit the payment by whether the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person Guarantor are joined in any such action or actions. The liability of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, any other circumstance whatsoever which might otherwise constitute constitutes a legal or equitable discharge of a guarantor or defense to either surety other than satisfaction in full of the Guarantors’ Note Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of the Note Obligations, any Financing Document or any agreement or instrument relating thereto; (ii) 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, any Financing Document, or any of the Note Obligations, without notice or demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the Note Obligations, or any manner of sale or other disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Guarantor, the Borrower or any of its Subsidiaries; (v) any change in the time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations in accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder. Each Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Guarantor’s liability hereunder. (d) The obligations of the Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Section 11.03 will survive any release or termination of the Guarantor’s obligations under this Article XI. If and to the extent that any Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim which such Guarantor may have against the Borrower by reason thereof shall be subject and subordinate to the prior payment in full, in cash, of the Note Obligations that require the payment of money.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors Maker hereunder shall be unconditionalbinding upon the Maker and its successors and assigns, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the followingremain in full force and effect irrespective of: (a) the existence of any claimgenuineness, set-off validity, regularity or other right which either enforceability of the Guarantors may have at any time against the BorrowerClass A Notes, the Administrative Agent, any Lenders Security Trust Agreement and the Supplementary Trust Agreement or any other Personagreement or any of the terms of any thereof, whether the continuance of any obligation on the part of the Note Issuer or any other person on or in connection with respect of the Class A Notes or under the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement or the power or authority or the lack of power or authority of the Note Issuer to issue the Class A Notes or the Note Issuer to execute and deliver the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement or of the Maker to execute and deliver this transaction Note or with to perform any unrelated transaction;of its obligations hereunder or the existence or continuance of the Note Issuer or any other person as a legal entity; or (b) any invalidity default, failure or unenforceability of this Agreement delay, willful or otherwise, in the performance by the Note Issuer, the Maker or any other Transaction Document relating to person of any obligations of any kind or against character whatsoever under the Borrower Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or either of the Guarantors for any reason;other agreement; or (c) any provision creditors' rights, bankruptcy, receivership or other insolvency proceeding of applicable law or regulation purporting to prohibit the payment by Note Issuer, the Borrower of any amount payable by the Borrower under this Agreement Maker or any other person or in respect of the other Transaction Documents property of the Note Issuer, the Maker or the payment, observance, fulfillment or performance of any other Obligations;person or any merger, consolidation, reorganization, dissolution, liquidation, the sale of all or substantially all of the assets of or winding up of the Note Issuer, the Maker or any other person; or (d) any change in impossibility or illegality of performance on the name, purposes, business, Capital Stock (including the ownership thereof) or constitution part of the Borrower;Note Issuer, the Maker or any other person of its obligations under the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreements; or (e) in respect of the Note Issuer or any amendmentother person, waiver any change of circumstances, whether or modification not foreseen or foreseeable, whether or not imputable to the Note Issuer or any other person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any Transaction Document in accordance with Federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other FORCE MAJEURE, whether or not beyond the terms hereof control of the Note Issuer or any other person and thereofwhether or not of the kind hereinbefore specified; or (f) any other act or omission to act or delay of any kind by the Borrowerattachment, the Administrative Agentclaim, the Lenders demand, charge, lien, order, process, encumbrance or any other Person happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against the Note Issuer, the Maker or any other person or any claims, demands, charges or liens of any nature, foreseen or unforeseen, incurred by the Note Issuer, the Maker or any other person, or against any sums payable in respect of the Class A Notes or under the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or this Note, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (g) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Note Issuer, the Maker or any other person of its respective obligations under or in respect of the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement; or (h) the failure of the Maker to receive any benefit from or as a result of its execution, delivery and performance of this Note; or (i) other than a Payment Demand in accordance with Section 2.2 hereof, any failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest, notice of default and of nonpayment, any failure to give notice to the Maker of failure of the Note Issuer, the Maker or any other person to keep and perform any obligation, covenant or agreement under the terms of the Class A Notes, the Security Trust Agreement, the Supplemental Trust Agreement, the Indenture, this Note or any other agreement or failure to resort for payment to the Note Issuer, the Maker or to any other person or to any other note or to any property, security, liens or other rights or remedies; or (j) the acceptance of any additional security or other note, the advance of additional money to the Note Issuer or any other person, the renewal or extension of the Class A Notes or amendments, modifications, consents or waivers with respect to the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement, or the sale, release, substitution or exchange of any security for the Class A Notes; or (k) any merger or consolidation of the Note Issuer, the Maker or any other person into or with any other person or any sale, lease, transfer or other disposition of any of the assets of the Note Issuer, the Maker or any other person to any other person, or any change in the ownership of any beneficial or equity interests of the Note Issuer, the Maker or any other person; or (l) any defense whatsoever that: (i) the Note Issuer or any other person might have to the payment of the Class A Notes (principal, premium, if any, or interest), other than payment thereof in Federal or other immediately available funds, or (ii) the Note Issuer or any other person might have to the performance or observance of any of the provisions of the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement, whether through the satisfaction or purported satisfaction by the Note Issuer or any other person of its debts due to any cause such as bankruptcy, insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise, other than the defense of indefeasible payment in full in cash of the Class A Notes; or (m) any act or failure to act with regard to the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement or anything which might vary the risk of the Maker or any other person; or (n) any other circumstance whatsoever which might otherwise constitute a legal defense available to, or equitable a discharge of of, the Maker or defense to either any other person in respect of the Guarantors’ obligations hereunderof the Maker or other person under this Note or any other agreement, other than the defense of indefeasible payment in full in cash of the Class A Notes; PROVIDED that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Note and the parties hereto that the obligations of the Maker shall be primary, absolute and unconditional and shall not be discharged, impaired or varied except by the payment of the principal of, premium, if any, and interest on the Class A Notes in accordance with their respective terms whenever the same shall become due and payable as in the Class A Notes provided, at the place specified in and all in the manner and with the effect provided in the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Note Issuer shall default under or in respect of the terms of the Class A Notes, the Security Trust Agreement or the Supplementary Trust Agreement, the Indenture and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Note Issuer under the Class A Notes, the Security Trust Agreement or the Supplementary Trust Agreement, the Indenture, this Note shall remain in full force and effect and shall apply to each and every subsequent default.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of each of the Guarantors hereunder shall be unconditional, irrevocable Guarantor under this Guaranty are unconditional and absolute and, without limiting the generality of the foregoing, shall not be impairedimpaired by any action or omission to act, terminatedwith or without notice to Guarantor, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Lender or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability holder of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Obligations, or the payment, observance, fulfillment or performance by reason of any other Obligations; circumstance (dexcepting payment in fact) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense of a guarantor including specifically the right to either cure any default of Borrower in any third party. Lender may, from time to time, at its sole discretion and without notice to Guarantor, take any or all of the Guarantors’ following actions without discharging or in any way impairing any of the obligations of Guarantor hereunder: (i) retain or obtain a security interest in any collateral of the Borrower to secure any of the Obligations or any obligation hereunder, (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Obligations, (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Obligations, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Obligations, (iv) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (v) resort to Guarantor for payment of any of the Obligations, whether or not Lender shall have resorted to any Collateral or other property securing any of the Obligations or any obligation hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Obligations.

Unconditional Obligations. Notwithstanding The obligations of the Pledgors hereunder ------------------------- are absolute and unconditional, without regard to any contrary principles circumstance of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the laws of any jurisdiction other than the State of New YorkCredit Documents, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged in bankruptcy or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or in any other Personinstance. To the extent permitted by applicable law, whether in connection each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with this transaction or with respect to any unrelated transaction; (b) any invalidity or unenforceability of this amounts due under the Credit Agreement or any other Transaction Document relating Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against the Borrower or either of the Guarantors such Pledgor, any demand for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Borrower under this Agreement Secured Parties, or any of the loans or other Transaction Documents extensions of credit thereunder continued or such amounts, or the payment, observance, fulfillment or performance liability of any other Obligations; (d) Person upon or for any change part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in the namewhole or part, purposesbe renewed, businessextended, Capital Stock (including the ownership thereof) amended, modified, accelerated, compromised, waived, surrendered or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind released by the BorrowerSecured Parties, or the Credit Agreement, the Administrative Agent, the Lenders Notes or any other Person Credit Documents or any other circumstance whatsoever which might document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Parties may deem advisable from time to time, or any collateral security or guaranty or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise constitute a legal or equitable discharge alter any obligations of or defense to either of the Guarantors’ obligations hereunderany Pledgor hereunder in any respect without such Pledgor's consent.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Borrower or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or against any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the namePerson, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder, Obligations hereunder shall be absolute and 135 unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Lease, any contrary principles under the laws of any jurisdiction other than the State of New YorkLease Supplement, the obligations of each Participation Agreement, the Agency Agreement or any other Operative Agreement, or any other guaranty of the Guarantors hereunder shall be unconditionalLessee's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Lease, any Lease Supplement, the existence Participation Agreement, or any other Operative Agreement, any other guaranty of the Lessee's Liabilities, or any other agreement between the Lessor and the Lessee or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Lessee's Liabilities, or by the release or other right which either disposal of any security for any of the Guarantors may have at Lessee's Liabilities, or by the dissolution of the Lessee or the combination or consolidation of the Lessee into or with another entity or any time against transfer or disposition of any assets of the BorrowerLessee or by any extension or renewal of the Lease, any Lease Supplement, the Administrative AgentParticipation Agreement, the Agency Agreement or any other Operative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Lease, any Lenders Lease Supplement, the Participation Agreement or any other Operative Agreement, any other guaranty of the Lessee's Liabilities, or any other agreement between the Lessor and the Lessee or any other Person, whether in connection with this transaction or with by any unrelated transaction; defense to or avoidance or rejection (bby a bankruptcy trustee or otherwise) of the Lease, any invalidity or unenforceability of this Lease Supplement, the Participation Agreement, the Agency Agreement or any other Transaction Document relating to Operative Agreement in any bankruptcy or against the Borrower similar proceeding, or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Lessee's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) its Guarantor's Obligations are absolute and separate from the Lessee's obligations under the Lease, any Lease Supplement, the Participation Agreement, or any other Operative Agreement, (b) the Guarantors’ obligations ' Obligations hereunder shall not be reduced, limited or otherwise affected if the Lease, any Lease Supplement, the Participation Agreement, the Agency Agreement or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantors' Obligations, hereunder, the amount of the Lessee's Liabilities shall include without limitation all Rent or any other amount which is due or may become due under the Lease, any Lease Supplement or any other Operative Agreement, including without limitation any Basic Rent, Supplemental Rent or other amount that would have been payable at any time but for the avoidance, rejection or limitation of the Lease, any Lease Supplement or other Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New York, the The obligations of the Company and each of the Guarantors Borrower hereunder shall be unconditional, irrevocable unconditional and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the followingby: (ai) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of any Borrower or any collateral therefor under this Agreement or the other Loan Document; (ii) any modification or amendment of or supplement to this Agreement or the other Loan Documents; (iii) any change in the corporate existence, structure or ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Borrower or its collateral or its assets; (iv) the existence of any claim, set-off or other right rights which either of the Guarantors a Borrower may have at any time against the Company or any other Borrower, the Administrative Agent, any Lenders Agent or any other Person, whether in connection with this transaction herewith or with any unrelated transactiontransactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (bv) any invalidity validity or unenforceability of this Agreement or any other Transaction Document relating to or against the Company or any Borrower or either of the Guarantors for any reason; (c) reason of any provision or all of this Agreement or the other Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any Borrower of the principal of or interest on any loan or any other amount payable by the Borrower it under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereofLoan Documents; or (fvi) any other act or omission to act or delay of any kind by the Company or any Borrower, the Administrative Agent, the Lenders Agent or any other Person or any other circumstance whatsoever which might otherwise might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Company's or defense to either of such Borrower's obligations under this Agreement or the Guarantors’ obligations hereunderother Loan Documents.

Unconditional Obligations. Notwithstanding any contrary principles under the laws of any jurisdiction other than the State of New Yorkjurisdiction, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which either of the Guarantors any Guarantor may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of any provision of this Agreement or of any other Transaction Loan Document relating to or against the Borrower or either of the Guarantors any Guarantor for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Loan Documents or the payment, observance, fulfillment or performance of any other ObligationsObligation; (d) any change in the name, purposes, business, Capital Stock capital stock (including the ownership thereof) or constitution of the BorrowerBorrower or any Guarantor; (e) any amendmentextension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Borrower or any other Guarantor under any Loan Document, whether by operation of law or otherwise; (f) any modification of or amendment of or supplement to this Agreement or any Transaction other Loan Document in accordance with (except to the terms hereof and thereofextent expressly modifying, amending or supplementing the obligations of such Guarantor under this Section 9); or (fg) any other act or omission to act or delay of any kind by the Borrower, any Guarantor, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to either of the Guarantors’ any Guarantor's obligations hereunder.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingNotes, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders Notes or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement agreement between the Lender and the Company or any other Transaction Document relating person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or against the Borrower by any waiver of any covenant or either condition therein provided, or by any acceleration of the Guarantors for any reason; (c) any provision maturity of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Liabilities, or the payment, observance, fulfillment any transfer or performance disposition of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution assets of the Borrower; (e) Company or by any amendmentextension or renewal of the Notes, waiver in whole or modification in part, or by any modification, alteration, amendment or addition of any Transaction Document in accordance with or to the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the BorrowerNotes, the Administrative Agent, the Lenders or any other Person agreement between the Lender and the Company or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the Guarantors’ obligations hereunderparties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Obligations, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under the laws of any jurisdiction other than the State of New Yorkthis Guaranty Agreement shall be joint and several, the obligations of each absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingNotes or the Security Agreements or any other guaranty of the Borrower's Liabilities, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Notes or any claim, set-off or other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Lenders and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or with power therein conferred, or by any unrelated transaction; (b) failure or omission to enforce any invalidity right conferred thereby, or unenforceability by any waiver of this Agreement any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other Transaction Document relating to disposal of any security for or against guarantee of any of the Borrower's Liabilities, or by the dissolution of the Borrower or either the combination or consolidation of the Guarantors for Borrower into or with another entity or any reason; (c) transfer or disposition of any provision assets of applicable law or regulation purporting to prohibit the payment by the Borrower or by any extension or renewal of any amount payable of the Notes or the Security Agreements, in whole or in part, or by any modification, alteration, amendment or addition of or to any of the Borrower under this Agreement Notes or any of the other Transaction Documents or the paymentSecurity Agreements, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution guaranty of the Borrower; (e) any amendment's Liabilities, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided or as provided in the Notes or Security Agreements.

Unconditional Obligations. Notwithstanding The obligations of Petsmart and each Subsidiary Credit Party to reimburse the Issuing Bank for any contrary principles L/C Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under the laws all circumstances, including, without limitation: (i) any lack of validity or enforceability of any jurisdiction other than the State Letter of New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: Credit; (aii) the existence of any claim, set-off setoff, defense or other right which either of the Guarantors Petsmart or any Subsidiary Credit Party may have at any time against a beneficiary of any Letter of Credit or against the Borrower, the Administrative Agent, any Lenders or any other PersonIssuing Bank, whether in connection with this transaction Agreement, the transactions contemplated herein or with any unrelated transaction; ; (biii) any invalidity draft, demand, certificate or unenforceability other document presented under any Letter of this Agreement Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any other Transaction Document relating to statement therein being untrue or against the Borrower or either of the Guarantors for inaccurate in any reason; respect; (civ) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower Issuing Bank of any amount payable by Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the Borrower under this Agreement terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, whether or not similar to any of the other Transaction Documents or foregoing, that might, but for the paymentprovisions of this Section, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of, or provide a right of setoff against, Petsmart's or any Subsidiary Credit Party's obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. Neither the Issuing Bank nor any of its Affiliates shall have any liability or responsibility by reason of or defense in connection with the issuance or transfer of any Letter of Credit or any payment or failure to either make any payment thereunder (irrespective of any of the Guarantors’ obligations hereundercircumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that the foregoing provisions shall not be construed to excuse the Issuing Bank from liability to Petsmart or any Subsidiary Credit Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Petsmart and each Subsidiary Credit Party to the extent permitted by Applicable Law) suffered by Petsmart or any Subsidiary Credit Party that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply in all material respects with the terms thereof. The parties hereto expressly agree that, in the absence of (a) the Issuing Bank's honoring of a draft presented under a Letter of Credit which does not comply in all material respects with the terms thereof, or (b) gross negligence, willful misconduct or bad faith on the part of the Issuing Bank (in each case as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingCredit Agreement, any Series A Note or any other Operative Agreement, or any other guaranty of the Borrower's Liabilities, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Credit Agreement, any claimSeries A Note or any other Operative Agreement, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Borrower and the Administrative Agent, any Lenders Series A Lender or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of the Lessee or unenforceability the Borrower, or by any extension or renewal of this Agreement the Credit Agreement, any Series A Note or any other Transaction Document relating Operative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for Credit Agreement, any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement Series A Note or any of the other Transaction Documents or the paymentOperative Agreement, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution guaranty of the Borrower; (e) any amendment's Liabilities, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Borrower and the Agent, any Series A Lender or any other Person, or by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of the Credit Agreement, any Series A Note or any other Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ ' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) the Guarantors' Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time but for the avoidance, rejection or limitation of any Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantor's obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingCredit Agreement or any other Loan Document or any other guaranty of the Obligations, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of Credit Agreement or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Obligations, or any time against other agreement between the Borrower, the Administrative Agent, Guaranteed Parties and any Lenders Borrower or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Obligations, or by the release or other disposal of any security for any of the Obligations, or by the dissolution of any Borrower or the combination or consolidation of any Borrower into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of any Borrower or unenforceability by any extension or renewal of this the Credit Agreement or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Credit Agreement or any other Loan Document, any other guaranty of the other Transaction Documents or the paymentObligations, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Secured Parties and any Credit Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the Guarantors’ parties hereto that this Guaranty Agreement and the Guarantor's obligations hereunderhereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence of Notes or any claimother Loan Document, set-off or any other right which either guaranty of the Guarantors may have at Borrower's Liabilities, or any time against other agreement between the Borrower, Secured Parties and the Administrative Agent, any Lenders Borrowers or any other Person, whether in connection with this transaction the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of either of the Borrowers or the combination or consolidation of either of the Borrowers into or with another entity or any unrelated transaction; (b) transfer or disposition of any invalidity assets of either of the Borrowers or unenforceability by any extension or renewal of this Agreement the Credit Agreement, any of the Notes or any other Transaction Document relating Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or Credit Agreement, any of the other Transaction Documents Notes or the payment, observance, fulfillment or performance of any other Obligations; (d) Loan Document, any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution other guaranty of the Borrower; (e) any amendment's Liabilities, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person agreement between the Secured Parties and the Borrowers or any other circumstance Person, or by any other cir- cumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent 2 vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under the laws of any jurisdiction other than the State of New York, the obligations of each this Guaranty Agreement shall be absolute and unconditional irrespective of the Guarantors hereunder shall be unconditionalvalidity, irrevocable and absolute and, without limiting the generality legality or enforceability of the foregoingAsset Purchase Agreement, and shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) the existence of any claim, set-off or other right which either of the Guarantors may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Asset Purchase Agreement or any other Transaction Document relating agreement between the Company and DTCOA or any other person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or against the Borrower by any waiver of any covenant or either condition therein provided, or by any acceleration of the Guarantors for any reason; (c) any provision maturity of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents Guaranteed Obligations, or by the paymentsale, observancemerger, fulfillment consolidation, dissolution or performance liquidation of DTCOA or any other Obligations; (d) transfer or disposition of all or substantially all the assets of DTCOA or by any change in the name, purposes, business, Capital Stock (including the ownership thereof) extension or constitution renewal of the Borrower; (e) Asset Purchase Agreement, in whole or in part, or by any amendmentmodification, waiver alteration, amendment or modification addition of any Transaction Document in accordance with or to the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the BorrowerAsset Purchase Agreement, the Administrative Agent, the Lenders or any other Person agreement between the Company and DTCOA or any other person, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantors) which may or might in any manner or to any extent vary the risks of the Guarantors, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ ' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided, or by express written release by the Company as to any specific claim hereunder, it being understood that any such release shall not constitute a release of the Guarantors of their remaining obligations hereunderpursuant to this Guaranty.

Unconditional Obligations. Notwithstanding any contrary principles This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the laws validity, legality or enforceability of any jurisdiction other than the State of New YorkCredit Agreement, the obligations of each Notes or any other Loan Document or any other guaranty of the Guarantors hereunder shall be unconditionalBorrower's Liabilities, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by any action taken under the following: (a) Credit Agreement, the existence Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between any Secured Party and the Borrower or any other person, in the exercise of any claimright or power therein conferred, set-off or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other right which either disposal of any Collateral or other security for any of the Guarantors may have at Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any time against transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between any Secured Party and the Administrative Agent, any Lenders Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the Borrower or either of the Guarantors for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any amount payable by the Borrower under this Agreement or any of the other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, Capital Stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Lenders or any other Person or any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or defense to either guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ obligations hereunder' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.