EX-10.3



 Exhibit 10.3 

Execution Version 
  

 
 GUARANTY
AGREEMENT 
 Dated as of June 24, 2016 

of 
 WEST
MARICOPA COMBINE, INC. 
  
  

 







 TABLE OF CONTENTS 

 

									
	SECTION	 	 	 	HEADING	  	PAGE	 
				
	SECTION 1.	 		 	GUARANTY	  	 	2	  
				
	SECTION 2.	 		 	OBLIGATIONS ABSOLUTE	  	 	3	  
				
	SECTION 3.	 		 	WAIVER	  	 	3	  
				
	SECTION 4.	 		 	OBLIGATIONS UNIMPAIRED	  	 	4	  
				
	SECTION 5.	 		 	SUBROGATION AND SUBORDINATION	  	 	4	  
				
	SECTION 6.	 		 	REINSTATEMENT OF GUARANTY	  	 	5	  
				
	SECTION 7.	 		 	RANK OF GUARANTY	  	 	5	  
				
	SECTION 8.	 		 	TERM OF GUARANTY AGREEMENT	  	 	6	  
				
	SECTION 9.	 		 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	  	 	6	  
				
	SECTION 10.	 		 	AMENDMENT AND WAIVER	  	 	6	  
			
	 Section 10.1.
	 	        Requirements	  	 	6	  
	 Section 10.2.
	 	        Solicitation of Holders of Notes	  	 	6	  
	 Section 10.3.
	 	        Binding Effect	  	 	7	  
	 Section 10.4.
	 	        Notes held by Guarantor, Company, Etc	  	 	7	  
				
	SECTION 11.	 		 	REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR	  	 	7	  
			
	 Section 11.1.
	 	        Organization; Power and Authority	  	 	8	  
	 Section 11.2.
	 	        Authorization, Etc	  	 	8	  
	 Section 11.3.
	 	        Governmental Authorizations, Etc	  	 	8	  
				
	SECTION 12.	 		 	NOTICES	  	 	8	  
				
	SECTION 13.	 		 	MISCELLANEOUS	  	 	8	  
			
	 Section 13.1.
	 	        Successors and Assigns	  	 	8	  
	 Section 13.2.
	 	        Severability	  	 	9	  
	 Section 13.3.
	 	        Construction	  	 	9	  
	 Section 13.4.
	 	        Further Assurances	  	 	9	  
	 Section 13.5.
	 	        Governing Law	  	 	9	  
	 Section 13.6.
	 	        Jurisdiction and Process; Waiver of Jury Trial	  	 	9	  
	 Section 13.7.
	 	        Reproduction of Documents; Execution	  	 	10	  


  
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 GUARANTY AGREEMENT 

THIS GUARANTY AGREEMENT, dated as of June 24, 2016 (this “Guaranty
Agreement”), is made by West Maricopa Combine, Inc., an Arizona corporation (the “Guarantor”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The
Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.” 

PRELIMINARY STATEMENTS: 

I. Global Water Resources, Inc., a Delaware corporation (the “Company”), is entering into a Note Purchase Agreement dated as
of May 20, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”) simultaneously with the
delivery of this Guaranty Agreement. Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein. 

II. The Company, the Purchasers and U.S. Bank National Association, in its capacity as collateral agent for the benefit of the Secured Parties
(the “Collateral Agent”) are entering into a Collateral Agency Agreement dated as of June 24, 2016 (as amended, modified, supplemented or restated from time to time, the “Collateral Agreement”). 

III. The Company has authorized the issuance, pursuant to the Note Agreement, of (i) 4.38% Senior Secured Series A Notes due
June 15, 2028 in the aggregate principal amount of $28,750,000 and (ii) 4.58% Senior Secured Series B Notes due June 15, 2036 in the aggregate principal amount of $86,250,000. Pursuant to the Note Agreement, the Company proposes
to issue and sell (i) $28,750,000 aggregate principal amount of its 4.38% Senior Notes due June 15, 2028 (the “Series A Notes”) and (ii) $86,250,000 aggregate principal amount of its 4.58% Senior Secured
Series B Notes due June 15, 2036 (the “Series B Notes,” together with the Series A Notes, the “Initial Notes”). The Initial Notes and any other Notes that may from time to time be issued pursuant
to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”.  

IV. It is a condition to the agreement of the Purchasers to purchase the Notes that this Guaranty Agreement shall have been executed and
delivered by the Guarantor and shall be in full force and effect. 
 V. The Guarantor will receive direct and indirect benefits from the
financing arrangements contemplated by the Note Agreement. The Board of Directors of the Guarantor has determined that the incurrence of such obligations is in the best interests of the Guarantor. 

NOW THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Agreement and
the purchase of the Notes by each of the Purchasers, the Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows: 








			
	West Maricopa Combine, Inc.	 	Guaranty Agreement

 SECTION 1. GUARANTY. 

The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and punctual payment in full of (a) the principal
of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration
or otherwise) (b) any expenses, indemnities and other sums which may become due to the holders or the Collateral Agent under the terms and provisions of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document (all
such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). 
 The
guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or
other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Collateral Agent
and/or holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes, the Note Agreement, the Collateral
Agreement and the other Note Documents. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor
agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement. 
 The
Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint and several with any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes, the Note Agreement and other
Note Documents. 
 Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, the Purchasers (on behalf of
themselves and their successors and assigns) and the Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to the Guarantor, then this Guaranty Agreement
shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of the Guarantor or any holder and shall be deemed to have been automatically consented to by
the Guarantor and each holder. The Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of the Guarantor. “Maximum Guaranteed Amount”
means as of the date of determination with respect to the Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render the Guarantor’s liability under
this Guaranty Agreement subject to avoidance under Section 548 of the United States 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 
Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law. 

SECTION 2. OBLIGATIONS ABSOLUTE. 

The obligations of the Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or
enforceability of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against the Company or any
holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not the Guarantor shall have any knowledge or
notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other Note Document (it being agreed that the obligations of the Guarantor hereunder
shall apply to the Notes, the Note Agreement or any other Note Document as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any
security for the Notes; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement, the Collateral Agreement or any other Note Document; (c) any bankruptcy, insolvency,
arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of the Guarantor or of the Company into or with any other
Person or any sale, lease or transfer of any or all of the assets of the Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with
the Guarantor; (f) any failure on the part of the Collateral Agent or any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to the Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise have.

 SECTION 3. WAIVER. 

The Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or
omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes, the Note Agreement, the Collateral Agreement or any other Note Document, and of any of the matters referred to in Section 2 hereof,
(b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of the Collateral Agent or any holder against the Guarantor, including, without limitation, presentment to or demand for payment from the
Company or the Guarantor with respect to any Note, notice to the Company or to the Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to
require the Collateral Agent or any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement, the Notes, the Collateral Agreement or any other Note
Document, (d) any requirement for diligence on the part of the Collateral Agent or any holder 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 
and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a
discharge of the Guarantor or in any manner lessen the obligations of the Guarantor hereunder. 
 SECTION 4.
OBLIGATIONS UNIMPAIRED. 
 The Guarantor authorizes the Collateral Agent and/or the holders (as
applicable), without notice or demand to the Guarantor and without affecting its obligations hereunder, from time to time: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes,
the Note Agreement, the Collateral Agreement or any other Note Document; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement, the Collateral
Agreement or any other Note Document, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes,
the Note Agreement, any Guaranty Agreement or any other Note Document, for the performance of this Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security;
(d) to apply any such security and to direct the order or manner of sale thereof as the Collateral Agent (in accordance with the Collateral Agreement) or the holders in their sole discretion may determine; (e) to obtain additional or
substitute endorsers or guarantors; (f) to exercise or refrain from exercising any rights against the Company and others (including other guarantors); and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the
Guaranteed Obligations and all other obligations owed hereunder. Neither the holders nor the Collateral Agent shall have any obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security
provided by the Company, the Guarantor any other guarantor or any other Person or to pursue any other remedy available to the Collateral Agent or the holders. 

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such
time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, the Guarantor or any other guarantor of a
case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same
effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Agreement, and the Guarantor shall forthwith pay such accelerated Guaranteed Obligations. 

SECTION 5. SUBROGATION AND SUBORDINATION. 

(a) The Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guaranty Agreement, by any payment
made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty


  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 
Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash. 

(b) The Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the
Guaranteed Obligations owing to the Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of
the Guaranteed Obligations. If the Collateral Agent or the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by the Guarantor as trustee for the holders and the proceeds thereof shall
be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or
affecting in any manner the liability of the Guarantor under this Guaranty Agreement. 
 (c) If any amount or other payment is made to or
accepted by the Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the holders
and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without
reducing or affecting in any manner the liability of the Guarantor under this Guaranty Agreement. 
 (d) The Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such
benefits. 
 SECTION 6. REINSTATEMENT OF GUARANTY. 

This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in
whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Company or any other guarantor, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantor or any part of its or their property, or otherwise,
all as though such payments had not been made. 
 SECTION 7. RANK OF GUARANTY. 

The Guarantor will ensure that its payment obligations under this Guaranty Agreement will at all times rank at least pari passu,
without preference or priority, with all other unsecured and unsubordinated Indebtedness of the Guarantor now or hereafter existing. 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 SECTION 8. TERM OF GUARANTY
AGREEMENT. 
 This Guaranty Agreement and all guarantees, covenants and agreements of the Guarantor contained herein
shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to
Section 6. 
 SECTION 9. SURVIVAL OF REPRESENTATIONS AND
WARRANTIES; ENTIRE AGREEMENT. 
 All representations and warranties contained herein shall
survive the execution and delivery of this Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any
certificate or other instrument delivered by or on behalf of the Guarantor pursuant to this Guaranty Agreement shall be deemed representations and warranties of the Guarantor under this Guaranty Agreement. Subject to the preceding sentence, this
Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantor and supersedes all prior agreements and understandings relating to the subject matter hereof. 

SECTION 10. AMENDMENT AND WAIVER. 

Section 10.1. Requirements. Except as otherwise provided in the fourth paragraph of Section 1 of this Guaranty Agreement,
this Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Guarantor and the Required Holders, except that no amendment or
waiver (a) of any of the first three paragraphs of Section 1 or any of the provisions of Section 2, 3, 4, 5, 6, 7, 8, or 12 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the
liability of the Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing. 

Section 10.2. Solicitation of Holders of Notes. 

(a) Solicitation. The Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions
hereof. The Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 10.2 to each 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 
holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. 

(b) Payment. The Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions
hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment. 

(c) Consent in Contemplation of Transfer. Any consent made pursuant to this Section 10 by a holder that has transferred or has
agreed to transfer its Notes to the Company, or to any Subsidiary or any Affiliate (including the Guarantor) of the Company, and has provided or has agreed to provide such written consent as a condition to such transfer, shall be void and of no
force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders
of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. 

Section 10.3. Binding Effect. Any amendment or waiver consented to as provided in this Section 10 applies equally to all
holders and is binding upon them and upon each future holder and upon the Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder. As used herein, the term “this Guaranty Agreement” and references thereto shall mean this Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time. 

Section 10.4. Notes held by Guarantor, Company, Etc. Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be
taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Guarantor, the Company or any of their respective Affiliates shall be deemed not
to be outstanding. 
 SECTION 11. REPRESENTATIONS AND WARRANTIES OF
THE GUARANTOR. 
 The Guarantor represents and warrants to each holder as follows:


  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 Section 11.1. Organization; Power and Authority. Such Guarantor has the corporate
or similar power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty Agreement and to perform the
provisions hereof. 
 Section 11.2. Authorization, Etc. This Guaranty Agreement has been duly authorized by all necessary
corporate or similar action on the part of such Guarantor, and this Guaranty Agreement constitutes upon execution and delivery thereof a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its
terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 Section 11.3. Governmental
Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Guarantor of this Guaranty
Agreement. 
 SECTION 12. NOTICES. 

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail if the sender on
the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid). Any such notice must be sent: 
 (a) if to the Guarantor, to 21410 N. 19th Avenue,
Suite 220, Phoenix, AZ 85027, or such other address as the Guarantor shall have specified to the holders in writing, or 

(b) if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note
Agreement, or such other address as such holder shall have specified to the Company in writing, or 
 (c) Each document,
instrument, financial statement, report, notice or other communication delivered in connection with this Guaranty Agreement shall be in English or accompanied by an English translation thereof. 

SECTION 13. MISCELLANEOUS. 

Section 13.1. Successors and Assigns. All covenants and other agreements contained in this Guaranty Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not. 
  

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 Section 13.2. Severability. Any provision of this Guaranty Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 13.3. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being
independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to
be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

The section and subsection headings in this Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part
of this Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections, unless otherwise indicated, are to sections of this Guaranty Agreement. Words and definitions in the
singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires. 

Section 13.4. Further Assurances. The Guarantor agrees to execute and deliver all such instruments and take all such action as the
Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guaranty Agreement. 

Section 13.5. Governing Law. This Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would require or permit the application of the laws of a jurisdiction other than such State. 

Section 13.6. Jurisdiction and Process; Waiver of Jury Trial. (a) The Guarantor irrevocably submits to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement. To the fullest extent permitted by applicable
law, the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the
venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 (b) The Guarantor consents to process being served by or on behalf of any holder in any suit,
action or proceeding of the nature referred to in Section 13.6(a) by hand delivery, delivery by reputable commercial delivery service, charges prepaid, by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such holder shall then have been notified pursuant to Section 12. The Guarantor agrees that such service
upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service
upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 

(c) Nothing in this Section 13.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right
that the holders may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 

(d) THE GUARANTOR AND THE HOLDERS HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT
TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH. 

Section 13.7. Reproduction of Documents; Execution. This Guaranty Agreement may be reproduced by any holder by any photographic,
photostatic, electronic, digital, or other similar process and such holder may destroy any original document so reproduced. The Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 13.7 shall not prohibit the Guarantor or any holder of Notes from contesting any such reproduction to the same extent
that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. A facsimile or electronic transmission of the signature page of the Guarantor shall be as effective as delivery of a manually
executed counterpart hereof and shall be admissible into evidence for all purposes. 

  
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	West Maricopa Combine, Inc.	  	Guaranty Agreement

  
  

 IN WITNESS WHEREOF, the Guarantor has caused
this Guaranty Agreement to be duly executed and delivered as of the date and year first above written. 
  

			
	WEST MARICOPA COMBINE, INC.
		
	By:	 	 /s/ Michael J. Liebman

		 	Name: Michael J. Liebman
		 	Title: Senior Vice President



  
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