Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Each Guarantor hereby, jointly and severally, guarantees to the Beneficiary the prompt payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documents, all of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guarantee.

Guaranty of Payment and Performance. Each Guarantor herebyhereby (i) ratifies and affirms the Existing Guaranty, jointly (ii) agrees to amend and severallyrestate the Existing Guaranty so that, as amended and restated, it reads in its entirety as provided herein, and (iii) guarantees to the Beneficiary U.S. Facility Secured Parties and the prompt Agent the full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the U.S. Facility Obligations including all such U.S. Facility Obligations which would become due but for the operation of the automatic stay pursuant to §362(a) of the U.S. Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the U.S. Bankruptcy Code or any stay created pursuant to or in accordance with the Companies’ Creditor Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada). This Guarantee is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the U.S. Facility Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Agent or notice whatsoever, and that any U.S. Facility Secured Party first attempt to collect any of the U.S. Facility Obligations from the U.S. Borrower or resort to any collateral security or other means of obtaining payment. Should the U.S. Borrower default in the case of any extension of time for payment or renewal performance of any of the U.S. Facility Obligations, the obligations of each Guarantor guarantees hereunder with respect to such U.S. Facility Obligations in default shall, upon demand by the Agent, become immediately due and payable to the Beneficiary that Agent, for the same will be promptly paid in full when due (whether as scheduledbenefit of the U.S. Facility Secured Parties and the Agent, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the ObligationsAgent on any number of occasions. All payments by each Guarantor hereunder shall be made to the Agent, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsCredit Agreement, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent U.S. Facility Secured Parties and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeAgent.

Guaranty of Payment and Performance. Each Guarantor hereby, hereby jointly and severally, irrevocably and unconditionally guarantees to the Beneficiary Secured Party and the prompt Investors the full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as pursuant to a mandatory prepayment, on demandprepayment requirement, by acceleration or otherwiseotherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) strictly irrespective of whether a claim therefor is allowed in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduledsuch case or proceeding), at stated maturityfees, as a mandatory prepayment, on demand, by acceleration expenses or otherwise), and the Guarantors willperformance, jointly of all liabilities, agreements and severallyother obligations of the Borrower to the Secured Party and the Investors, promptly pay the samein each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without any demand or notice whatsoever, and that limitation all Obligations (as defined in the case Security Agreement) and any other obligations under the Purchase Agreement, the Notes and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any extension requirement that the Secured Party or the Investors first attempt to collect any of time for the Guarantied Obligations from the Borrower or resort to any security or other means of obtaining payment of the Guarantied Obligations. Should the Borrower default in the payment or renewal performance of any of the Guarantied Obligations, each the obligations of the Guarantor guarantees hereunder shall become immediately due and payable to the Beneficiary that Secured Party and the same will be promptly paid in full when due (whether as scheduledInvestors, at stated maturity, as a mandatory prepayment, on demand, by acceleration without demand or otherwise) in accordance with the terms notice of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documentsany nature, all of the terms, covenants and conditions therein required to be kept, observed or performed which are expressly waived by the Parent and the BorrowerGuarantors. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable Payments by the Guarantors to hereunder may be required by the Beneficiary under this indemnity will not exceed Secured Party or the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable Investors on the basis any number of a guaranteeoccasions.

Guaranty of Payment and Performance. Each Guarantor hereby, hereby jointly and severally, irrevocably and unconditionally guarantees to the Beneficiary Secured Party and the prompt Investors the full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as pursuant to a mandatory prepayment, on demandprepayment requirement, by acceleration or otherwiseotherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) strictly irrespective of whether a claim therefor is allowed in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduledsuch case or proceeding), at stated maturityfees, as a mandatory prepayment, on demand, by acceleration expenses or otherwise), and the Guarantors willperformance, jointly of all liabilities, agreements and severallyother obligations of the Issuer to the Secured Party and the Investors, promptly pay the samein each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without any demand or notice whatsoever, and that limitation all Obligations (as defined in the case Security Agreement) and any other obligations under the Purchase Agreement, the Note and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Guarantied Obligations and not of their collectability only and is in no way conditioned upon any extension requirement that the Secured Party or the Investors first attempt to collect any of time for the Guarantied Obligations from the Issuer or resort to any security or other means of obtaining payment of the Guarantied Obligations. Should the Issuer default in the payment or renewal performance of any of the Guarantied Obligations, the obligations of each Guarantor guarantees hereunder shall become immediately due and payable to the Beneficiary that Secured Party and the same will be promptly paid in full when due (whether as scheduledInvestors, at stated maturity, as a mandatory prepayment, on demand, by acceleration without demand or otherwise) in accordance with the terms notice of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documentsany nature, all of the terms, covenants and conditions therein required to be kept, observed or performed which are expressly waived by the Parent and the BorrowerGuarantors. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable Payments by the Guarantors to hereunder may be required by the Beneficiary under this indemnity will not exceed Secured Party or the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable Investors on the basis any number of a guaranteeoccasions.

Guaranty of Payment and Performance. Each The Guarantor hereby, hereby jointly and severally, severally guarantees to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Lender first attempt to collect any of the Obligations from the Borrower or notice whatsoever, and that any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the joint and several obligations of the Guarantor guarantees hereunder with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNotes, all for the account of the termsLender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, covenants levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and conditions therein required payable hereunder, such additional amount in U.S. dollars as shall be necessary to be kept, observed enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or performed other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Parent and the BorrowerGuarantor hereunder. Each Guarantor shall pay all of its payment The obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each The Guarantor hereby, jointly and severally, hereby guarantees to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Lender first attempt to collect any of the Obligations from the Borrower or notice whatsoever, and that any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the obligations of the Guarantor guarantees hereunder with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNote or Supplemental Loan Document, all as applicable, for the account of the termsLender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, covenants levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and conditions therein required payable hereunder, such additional amount in U.S. dollars as shall be necessary to be kept, observed enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or performed other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Parent and the BorrowerGuarantor hereunder. Each Guarantor shall pay all of its payment The obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each Guarantor herebyGuarantor, jointly and severally, hereby guarantees to the Beneficiary Investor the full, prompt and unconditional payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), and the Guarantors willperformance, jointly of all liabilities, agreements and severallyother obligations of the Company to the Investor, promptly pay whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, or otherwise), together with all interest and costs of collection, compromise or enforcement, including without limitation reasonable attorneys’ fees, incurred with respect to any such obligations or this August 2021 Second Amended Guaranty, or with respect to a proceeding under the samefederal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of the Investor concerning Company or any Guarantor, together with interest on all such costs of collection, compromise or enforcement from the date arising (including, without any demand or notice whatsoeverlimitation, all amounts due and owing under the May 2020 Convertible Debentures, the February 2021 Convertible Debentures, and the August 2021 Convertible Debentures) (all the foregoing, collectively, the “Obligations”). This August 2021 Second Amended Guaranty is an absolute, unconditional, and continuing guaranty of the full and punctual payment and performance of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Investor first attempt to collect any of the Obligations from the Company or resort to any security or other means of obtaining their payment. Should the Company default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the obligations of any Guarantor guarantees hereunder shall become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledInvestor, at stated maturity, as a mandatory prepayment, on demand, by acceleration without demand or otherwise) in accordance with the terms notice of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documentsany nature, all of the terms, covenants and conditions therein required to be kept, observed or performed which are expressly waived by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuarantor.

Guaranty of Payment and Performance. Each The Guarantor hereby, jointly and severally, hereby guarantees to the Beneficiary the prompt ----------------------------------- punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory by required prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to (S)362(a) of the Federal Bankruptcy Code and severallythe operation of (S)(S)502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Agent or notice whatsoever, and that any Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the obligations of the Guarantor guarantees hereunder with respect to such Obligations in default shall, upon demand by the Agent, become immediately due and payable to the Beneficiary that Agent, for the same will be promptly paid in full when due (whether as scheduledbenefit of the Banks and the Agent, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantor. Payments by the Guarantor hereunder may be required by the Agent on any number of occasions. All payments by the Guarantor hereunder shall be made to the Agent, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsCredit Agreement, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent Banks and the Borrower. Each Guarantor Agent and shall pay all be made without setoff or counterclaim and free and clear of its payment obligations under this Guaranty to the Beneficiary in full when dueand without deduction for any taxes, and each Guarantor shall perform fully its performance obligations under this Guarantylevies, in each instance without assertingimposts, interposing duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or exercising conditions of any right of setoff, recoupment, nature now or counterclaim, hereafter imposed or levied by any jurisdiction or any defense, and without any abatement, diminution, deduction, political subdivision thereof or taxing or other reduction of any kind. Any modification, limitation or discharge of any of authority therein unless the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is compelled by law to make such deduction or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteewithholding.

Guaranty of Payment and Performance. Each The Guarantor hereby, jointly and severally, hereby guarantees to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Lender first attempt to collect any of the Obligations from the Borrower or notice whatsoever, and that any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the joint and several obligations of the Guarantor guarantees hereunder with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantor. Payments by the Guarantor hereunder may be required by the Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNote, all for the account of the termsLender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, covenants levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Lender on the date on which such amount is due and conditions therein required payable hereunder, such additional amount in U.S. dollars as shall be necessary to be kept, observed enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or performed other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Parent and the BorrowerGuarantor hereunder. Each Guarantor shall pay all of its payment The obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each As each Guarantor herebyexpects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally, severally with the other Guarantors guarantees to Agent and the Beneficiary other Secured Parties the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory by required prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), as well as the Guarantors willperformance, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the ObligationsObligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not a guaranty of collectiontheir collectibility only and is in no way conditioned upon any requirement that Agent or any Lender first attempt to collect any of the Obligations from any Borrower or resort to any collateral security or other means of obtaining payment. If an Event of Default shall occur, the obligations of each Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to Agent and the other Secured Parties, without demand or notice of any nature, all of which are expressly waived by such Guarantor. Payments by the Guarantors hereunder may be required by Agent or any Lender on any number of occasions. Each Guarantor further guarantees the performance of, hereby acknowledges and agrees to perform, at that such Guarantor's liability hereunder is joint and several with the time other Guarantors and any other Person(s) who may guarantee the Obligations under and in the manner set forth in the Transaction Documents, all respect of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeAgreement.

Guaranty of Payment and Performance. Each The Guarantor hereby, hereby jointly and severally, severally guarantees to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), of (a) the Guarantors willprincipal of and premium, jointly if any, and severallyinterest on the Loan made to the Borrower under the Credit Agreement, promptly pay (b) obligations of the sameBorrower under the Note held by the Lender, and (c) all other monetary Obligations of the Borrower to the Lender, including, without any demand limitation, all fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or notice whatsoeverotherwise, and that in each case whether now in existence or hereafter incurred or arising, including all such interest, fees, costs or charges which would become due but for the case of any extension of time for payment or renewal of any operation of the Obligationsautomatic stay pursuant to ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and 506(b) of the Federal BankruPtcy Code (collectively, each Guarantor guarantees to the Beneficiary that "GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional and continuing guaranty of the same will be promptly paid in full and punctual payment when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandby required pre-payment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Lender first attempt to collect any of the Obligations, and not a guaranty Guaranteed Obligations from the Borrower or any other Person E-1 Form of collectionGuaranty primarily or secondarily liable with respect to any of the Guaranteed Obligations or resort to any collateral security or other means of obtaining payment. Each Guarantor further guarantees Should the performance of, and agrees to perform, at the time and Borrower default in the manner set forth in the Transaction Documents, all of the terms, covenants and conditions therein required to be kept, observed payment or performed by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligationsGuaranteed Obligations, indebtedness or liabilities the obligations of the Parent Guarantor hereunder with respect to such Guaranteed Obligations in default shall become immediately due and payable to the Borrower arising out of, Lender without demand or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability notice of any nature, all of which are expressly waived by the Guarantor. Payments by the Guarantor under this Guaranty hereunder may be required by the Lender on any number of occasions. All payments by the Guarantor hereunder shall be made to the Lender, in any the manner whatsoeverand at the place of payment specified therefor in the Credit Agreement, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any for the account of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeLender.

Guaranty of Payment and Performance. Each Guarantor Contingent Obligor hereby, jointly and severally, guarantees to the Beneficiary the prompt payment Administrative Agent (on behalf of the Obligations in Lenders) the full and punctual payment when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations Advances, and the performance, of all liabilities, agreements and other obligations of the Borrower to the Administrative Agent, the Lender Collateral Agent (on behalf of itself and the Lenders) and to each of the Lenders under the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when , whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise)collectively, the Guarantors will"GUARANTEED OBLIGATIONS"). The guaranty provided hereunder is an absolute, jointly unconditional and severally, promptly pay irrevocable guaranty of the same, without full and punctual payment and performance of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Administrative Agent or notice whatsoever, and that any Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any security or other means of obtaining their payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Guaranteed Obligations, each Guarantor guarantees the obligations with respect to the Beneficiary that payment or performance in default of each Contingent Obligor hereunder shall become immediately due and payable to the same will be promptly paid in full when due Administrative Agent (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all behalf of the ObligationsLenders), and not a guaranty without demand or notice of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documentsany nature, all of the terms, covenants and conditions therein required to be kept, observed or performed which are expressly waived by each Contingent Obligor. Payments by the Parent and Contingent Obligors hereunder may be required by the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any Administrative Agent (on behalf of the obligations, indebtedness or liabilities Lenders) on any number of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeoccasions.

Guaranty of Payment and Performance. Each Guarantor hereby, The Guarantors hereby jointly and severally, guarantees severally guarantee to the Beneficiary Secured Party and each Investor the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Secured Party or notice whatsoever, and that any Investor first attempt to collect any of the Obligations from the Company or resort to any collateral security or other means of obtaining payment. Should the Company default in the case of any extension of time for payment or renewal performance of any of the Obligations, each Guarantor guarantees the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Secured Party, become immediately due and payable to the Beneficiary that Secured Party, for the same will be promptly paid in full when due (whether as scheduledbenefit of the Secured Party and the Investors, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantors. Payments by the Guarantors hereunder may be required by the Secured Party on any number of occasions. All payments by the Guarantors hereunder shall be made to the Secured Party, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in each applicable Note, for the Transaction Documents, all account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the BorrowerSecured Party. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay all of its payment obligations under this Guaranty to the Beneficiary Secured Party, for the account of the applicable Investor, on the date on which such amount is due and payable hereunder, such additional amount in full when due, U.S. dollars as shall be necessary to enable the Secured Party and each Investor to receive the same net amount which the Secured Party and each Investor would have received on such due date had no such obligation been imposed upon the Guarantor. Each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, will deliver promptly to the Secured Party certificates or other reduction valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any each Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each As each Guarantor herebyexpects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Guaranty to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally, severally with the other Guarantors guarantees to Agent and the Beneficiary other Secured Parties the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory by required prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), as well as the Guarantors willperformance, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time for payment or renewal of any of the Obligations, each Guarantor guarantees to the Beneficiary that the same will be promptly paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the ObligationsObligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not a guaranty of collectiontheir collectibility only and is in no way conditioned upon any requirement that Agent or any Lender first attempt to collect any of the Obligations from any Borrower or resort to any collateral security or other means of obtaining payment. If an Event of Default shall occur, the obligations of each Guarantor hereunder with respect to such Obligations in default shall become immediately due and payable to Agent and the other Secured Parties, without demand or notice of any nature, all of which are expressly waived by such Guarantor. Payments by the Guarantors hereunder may be required by Agent or any Lender on any number of occasions. Each Guarantor further guarantees the performance of, hereby acknowledges and agrees to perform, at that such Guarantor’s liability hereunder is joint and several with the time other Guarantors and any other Person(s) who may guarantee the Obligations under and in the manner set forth in the Transaction Documents, all respect of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the Borrower. Each Guarantor shall pay all of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeAgreement.

Guaranty of Payment and Performance. Each Guarantor hereby, The Guarantors hereby jointly and severally, guarantees severally guarantee to the Beneficiary Secured Party the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Secured Party first attempt to collect any of the Obligations from the Company or notice whatsoever, and that resort to any collateral security or other means of obtaining payment. Should the Company default in the case of any extension of time for payment or renewal performance of any of the Obligations, each Guarantor guarantees the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Secured Party, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledSecured Party, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantors. Payments by the Guarantors hereunder may be required by the Secured Party on any number of occasions. All payments by the Guarantors hereunder shall be made to the Secured Party, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNote, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the BorrowerSecured Party. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay all of its payment obligations under this Guaranty to the Beneficiary Secured Party on the date on which such amount is due and payable hereunder, such additional amount in full when due, and each U.S. dollars as shall be necessary to enable the Secured Party to receive the same net amount which the Secured Party would have received on such due date had no such obligation been imposed upon the Guarantor. Each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, will deliver promptly to the Secured Party certificates or other reduction valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any each Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each Guarantor hereby, The Guarantors hereby jointly and severally, guarantees severally guarantee to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Lender first attempt to collect any of the Obligations from the Borrower or notice whatsoever, and that any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each Guarantor guarantees the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantors. Payments by the Guarantors hereunder may be required by the Lender on any number of occasions. All payments by the Guarantors hereunder shall be made to the Lender, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNote, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the BorrowerLender. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay all of its payment obligations under this Guaranty to the Beneficiary Lender on the date on which such amount is due and payable hereunder, such additional amount in full when due, and each U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, will deliver promptly to the Lender certificates or other reduction valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any each Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.

Guaranty of Payment and Performance. Each Guarantor hereby, of the Guarantors hereby jointly and severally, severally guarantees to the Beneficiary Lenders and the prompt Administrative Agent the full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Federal Bankruptcy Code”) and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Administrative Agent or notice whatsoever, and that any Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, the obligations of each Guarantor guarantees of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Beneficiary that Administrative Agent, for the same will be promptly paid in full when due (whether as scheduledbenefit of the Lenders and the Administrative Agent, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by each of the ObligationsGuarantors. Payments by the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by the Guarantors hereunder shall be made to the Administrative Agent, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsCredit Agreement, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent Lenders and the BorrowerAdministrative Agent. Each Guarantor shall pay all of its payment obligations under this Guaranty Anything contained herein to the Beneficiary in full when duecontrary notwithstanding, and each Guarantor the obligations of the Guarantors hereunder at any time shall perform fully be limited to an aggregate amount equal to the largest amount that would not render its performance obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under this Guaranty, in each instance without asserting, interposing or exercising any right §548 of setoff, recoupment, or counterclaim, the Federal Bankruptcy Code or any defense, and without any abatement, diminution, deduction, or other reduction comparable provisions of any kind. Any modification, limitation similar federal or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteestate law.

Guaranty of Payment and Performance. Each Guarantor hereby, hereby (jointly and severallyseverally with all other guarantors, if any) guarantees to Lender the Beneficiary the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise), and the Guarantors willperformance, jointly of all liabilities, agreements and severallyother obligations of Borrower to Lender of every kind, promptly pay the samenature and description (whether by way of discount, letters of credit, lease, loan, overdraft or otherwise), whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, secured or unsecured, and including, without limitation, all costs and expenses incurred by Lender in attempting to collect or enforce any demand of the foregoing, (collectively the “Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that Lender first attempt to collect any of the Obligations from Borrower or notice whatsoeverresort to any security or other means of obtaining their payment. Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms (as amended from time-to-time) regardless of any law, and that regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. Should Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each the liabilities and obligations of Guarantor guarantees hereunder shall become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturity, as a mandatory prepayment, on demand, by acceleration without demand or otherwise) in accordance with the terms notice of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of the Obligations, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth in the Transaction Documentsany nature, all of the terms, covenants which are expressly waived by Guarantor. Payment and conditions therein performance by Guarantor hereunder may be required to be kept, observed or performed by the Parent and the Borrower. Each Guarantor shall pay all Lender on any number of its payment obligations under this Guaranty to the Beneficiary in full when due, and each Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, or other reduction of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeoccasions.

Guaranty of Payment and Performance. Each The Guarantor hereby, jointly and severally, hereby guarantees to the Beneficiary Lender the prompt full and punctual payment of the Obligations in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise) strictly in accordance with the terms of the Obligations and the Transaction Documents. Each Guarantor further agrees that if any Obligations are not paid in full when due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demandrequired pre-payment, by acceleration or otherwise), as well as the Guarantors willperformance, jointly of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and severallythe operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the Borrower. This Guaranty is an absolute, promptly pay unconditional and continuing guaranty of the same, without full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any demand requirement that the Lender first attempt to collect any of the Obligations from the Borrower or notice whatsoever, and that any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the case of any extension of time for payment or renewal performance of any of the Obligations, each obligations of the Guarantor guarantees hereunder with respect to such Obligations in default shall, upon demand by the Lender, become immediately due and payable to the Beneficiary that the same will be promptly paid in full when due (whether as scheduledLender, at stated maturitywithout demand or notice of any nature, as a mandatory prepayment, on demand, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is irrevocable, absolute and unconditional. This Guaranty is a guaranty of payment of all of which are expressly waived by the ObligationsGuarantor and thereafter payments by the Guarantor hereunder may be required by the Lender on any number of occasions and all such payments by the Guarantor hereunder shall be made to the Lender, and not a guaranty of collection. Each Guarantor further guarantees the performance of, and agrees to perform, at the time and in the manner set forth and at the place of payment specified therefor in the Transaction DocumentsNote, all for the account of the terms, covenants and conditions therein required to be kept, observed or performed by the Parent and the BorrowerLender. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon Guarantor with respect to any amount payable by it hereunder, Guarantor will pay all of its payment obligations under this Guaranty to the Beneficiary Lender on the date on which such amount is due and payable hereunder, such additional amount in full when due, and each U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon Guarantor. Guarantor shall perform fully its performance obligations under this Guaranty, in each instance without asserting, interposing or exercising any right of setoff, recoupment, or counterclaim, or any defense, and without any abatement, diminution, deduction, will deliver promptly to the Lender certificates or other reduction valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Guarantor hereunder. The obligations of any kind. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities of the Parent and the Borrower arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against the Parent and the Borrower under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any Guarantor under this Guaranty in any manner whatsoever, and this Guaranty paragraph shall continue survive the payment in full force and effect, notwithstanding any such proceeding. Any modification, limitation or discharge of any of the obligations, indebtedness or liabilities Obligations and termination of any Guarantor arising out of, or by virtue of, any bankruptcy, insolvency or similar proceedings for relief of debtors initiated by or against such Guarantor under any law shall not modify, limit, reduce, impair, discharge, or otherwise affect the liability of any other Guarantor under this Guaranty in any manner whatsoever, and this Guaranty shall continue in full force and effect, notwithstanding any such proceeding. If any Obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal, each Guarantor will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, loss or liability that the Beneficiary incurs as a result of the Parent or the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Parent or the Borrower under any Transaction Document on the date when it would have been due (whether as scheduled, at stated maturity, as a mandatory prepayment, on demand, by acceleration or otherwise). The amount payable by the Guarantors to the Beneficiary under this indemnity will not exceed the amount the Guarantors would have had to pay under this Section if the amount claimed had been recoverable on the basis of a guaranteeGuaranty.