Common use of Guaranty Clause in Contracts

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder to the Borrower, the Borrower and in recognition of Holdings (collectively, the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings “Guaranty Parties”) hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally absolutely and irrevocably guarantees and unconditionally guarantees, on a joint and several basis and as a primary obligor and not merely as surety a surety, the full and prompt payment when and as due of the Obligations. Each Guaranty Party further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation. Each Guaranty Party hereby irrevocably and unconditionally agrees, jointly and severally with the other Guaranty Parties, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent, the Issuing Bank and the Lenders immediately on demand against any cost, loss or liability they incur as a result of any other Guaranty Party or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guaranty Party under this Article X on the date when it would have been due (but so that the amount payable by each Guaranty Party under this indemnity will not exceed the amount which it would have had to pay under this Article X if the amount claimed had been recoverable on the basis of a guarantee). Each Guaranty Party waives presentment to, demand of payment from and protest to any Guaranty Party of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guaranty Party hereunder shall not be affected by (a) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against any Guaranty Party under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; (e) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Guaranty Party or any other guarantor of any of the Obligations; (g) the enforceability or validity of the Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Guaranty Party or any other guarantor of any of the Obligations, for any reason related to this Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Guaranty Party or any other guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guaranty Party or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Guaranty Party to subrogation. Each Guaranty Party further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent, the Issuing Bank or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent, the Issuing Bank or any Lender in favor of any Guaranty Party or any other Person. The obligations of each Guaranty Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise. Each Guaranty Party further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by the Administrative Agent, the Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Guaranty Party or otherwise (including pursuant to any settlement entered into by a holder of Obligations in its discretion). In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent, the Issuing Bank or any Lender may have at law or in equity against any Guaranty Party by virtue hereof, upon the failure of any other Guaranty Party to pay any Obligation when and as the same shall become due, whether upon at maturity, acceleration by acceleration, after notice of prepayment or otherwise, each Guaranty Party hereby promises to and will, upon receipt of written demand by the Administrative Agent, the Issuing Bank or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent, the Issuing Bank or any Lender in cash an amount equal to the unpaid principal amount of the Obligations then due, together with accrued and unpaid interest thereon. Each Guaranty Party further agrees that if payment in respect of any Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and all if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Guaranteed Obligations Administrative Agent, the Issuing Bank or any Lender, disadvantageous to the Administrative Agent, the Issuing Bank or any Lender in any material respect, then, at the election of the Guaranteed Parties Administrative Agent, such Guaranty Party shall make payment of such Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent and, as a separate and independent obligation, shall indemnify the Administrative Agent, the Issuing Bank and any Lender against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment. Upon payment by any Guaranty Party of any sums as provided above, all rights of such Guaranty Party against any Guaranty Party arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the Guaranteed Creditorsprior indefeasible payment in full in cash of all the Obligations owed by such Guaranty Party to the Administrative Agent, the Issuing Bank and the Lenders. If Nothing shall discharge or satisfy the liability of any or all Guaranty Party hereunder except the full performance and payment in cash of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes (other than obligations not yet due and payable hereunderunder any Swap Agreement or any Banking Services Agreement). Each Guaranty Party that is a Qualified ECP Guarantor (each, Holdingsa “Qualified Guaranty Party”) hereby jointly and severally absolutely, unconditionally and irrevocablyirrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Article X or the Subsidiary Guaranty, promises as applicable, in respect of Specified Swap Obligations (provided, however, that each Qualified Guaranty Party shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to pay fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Guaranty Party under this paragraph shall remain in full force and effect until a discharge of such Guaranteed Obligations Qualified Guaranty Party’s obligations under this Article X in accordance with the terms hereof. Each Qualified Guaranty Party intends that this paragraph constitute, and this paragraph shall be deemed to the Administrative Agent constitute, a “keepwell, support, or other agreement” for the benefit of the Administrative Agent and/or the each other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and Loan Party for all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any purposes of Section 1a(18)(A)(v)(II) of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeCommodity Exchange Act.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the Collateral Agent due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all obligations of Parent Issuer in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition other Note Documents. Each Guarantor acknowledges that a portion of the direct benefits to be received by Holdings from the proceeds of the LoansNotes may be advanced to it and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, Holdings hereby agrees with voluntary or involuntary, involving the Guaranteed Creditors bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Parent Issuer (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as follows: Holdings hereby unconditionally would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and irrevocably guarantees Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Parent Issuer of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Parent Issuer, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as primary obligor and not merely the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as surety the full and prompt payment when duea preference, whether upon maturity, acceleration fraudulent transfer or otherwise, of and any and all of the Guaranteed Obligations of the Guaranteed Parties such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Guaranteed Creditors. If any or all other provisions of this Section 1, upon the Guaranteed Obligations failure of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Parent Issuer to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order to induce Company hereby irrevocably and unconditionally guaranties the Administrative Agentdue and punctual payment of all Obligations of all Borrowers hereunder, all obligations and liabilities under Interest Rate Agreements by and between Company or any of its Subsidiaries and Lenders or Affiliates of Lenders (“Interest Rate Obligations”) and all Currency Agreements by and between Company or any of its Subsidiaries and Lenders or Affiliates of Lenders (“Currency Obligations”) and any Other Permitted Credit Exposure, when the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when same shall become due, whether upon at stated maturity, acceleration by required payment, declaration, demand or otherwiseotherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), of and agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel and allocated costs of internal counsel) incurred by Collateral Agent, Agents or Lenders or their Affiliates party to such Other Lender Guarantied Obligations (each, a “Guarantied Party” and collectively, the Guaranteed Obligations of “Guarantied Parties”) in enforcing or preserving any rights under this Guaranty (all such obligations collectively, the Guaranteed Parties “Guarantied Obligations”); provided, that, in order to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for enjoy the benefit of the Administrative Agent and/or foregoing guaranty any such Lender or Affiliate thereof party to any such Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations shall execute and deliver to Collateral Agent, during such time as such Lender is a Lender under this Agreement, an acknowledgment to the other Guaranteed Creditors Intercreditor Agreement agreeing to which such Guaranteed Obligations are owed, on demand together with any be bound thereby and all expenses which may be incurred acknowledged by Borrowers’ Agent. Any Lender or Affiliate thereof obtaining the Administrative Agent and the other Guaranteed Creditors in collecting any benefit of the Guaranteed foregoing guaranty with respect to Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations shall remain a Guarantied Party hereunder with respect to the extent reimbursable such Other Permitted Credit Exposure, Interest Rate Obligations or Currency Obligations only for so long as such Lender remains a Lender under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeAgreement.

Guaranty. In order to induce the Administrative AgentTherefore, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder for value received, and in recognition consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the direct benefits to be received Borrowers by Holdings from the proceeds of the LoansAgent or any Lender, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings each Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturityat maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of any and all of the Guaranteed Obligations. Without limiting the foregoing, the Obligations guaranteed hereby include all fees, costs and expenses (including attorneys’ fees and expenses) incurred by Agent or any Lender in attempting to collect any amount due under this Guaranty or in prosecuting any action against any Borrower, any Guarantor or any other guarantor of all or part of the Guaranteed Parties Obligations and all interest, fees, costs and expenses owing to Agent or any Lender after the Guaranteed Creditors. If commencement of bankruptcy proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Guaranteed Obligations (whether or not the same may be collected while such proceedings are pending). Each Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and not of collection and that its obligations hereunder shall be unconditional, irrespective of (i) the validity or enforceability of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderObligations or any part thereof, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and Financing Documents, (ii) the waiver or consent by Agent or any Lender with respect to any provision of the aforesaid payees repays any Financing Document, or any amendment, modification or other change with respect to any Financing Document, (iii) any merger or consolidation of any Borrower, any Guarantor or any other guarantor of all or part of said amount by reason the Obligations into or with any Person or any change in the ownership of the equity of any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (iiv) any judgment, decree or order dissolution of any court or administrative body having jurisdiction over such payee Guarantor or any insolvency, bankruptcy, liquidation, reorganization or similar proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (v) any action or inaction on the part of Agent or any Lender, including without limitation the absence of any attempt to collect the Obligations from any Borrower, any Guarantor or any other guarantor of all or part of the Obligations or other action to enforce the same or the failure by Agent to take any steps to perfect and maintain its property Lien on, or to preserve its rights to, any security or collateral for the Obligations, (vi) Agent’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the “Bankruptcy Code”) of the application of Section 1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a Lien by any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s or any Lender’s claims for repayment of the Obligations, (ix) Agent’s or any Lender’s inability to enforce the Obligations of any Borrower as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code, (x) the discharge or release by Agent and/or Lenders of any Guarantor’s obligations and liabilities under this Guaranty, (xi) the discharge or release by Agent and/or Lenders of any other guarantor’s obligations and liabilities under any guaranty or (iixii) any settlement other circumstance which might otherwise constitute a legal or compromise equitable discharge or defense of any such claim effected by such payee with Borrower, any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that Guarantor or any such judgment, decree, order, settlement other guarantor of all or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability part of the Borrower, Obligations other than a defense of payment and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeperformance in full in cash of all Obligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent (a) Each Loan Guarantor and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition any of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings its successors or assigns (other than those that have delivered a separate Loan Guaranty) hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally that it is jointly and irrevocably guarantees severally liable for, and, as primary obligor and not merely as surety surety, absolutely and unconditionally guarantees, to the full extent permissible under the laws of the country in which such Loan Guarantor is located or organized, to the Lenders, the Agents and the Issuing Banks (collectively, the “Guaranteed Parties”) the prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Agents, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any and all domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Notwithstanding anything in the foregoing to the contrary, in no event shall the Guarantee Obligations of any European Loan Party include the Obligations of the Guaranteed Parties to the Guaranteed CreditorsUS Loan Parties. If any payment by a Loan Guarantor or all any discharge given by a Guaranteed Party (whether in respect of the obligations of any Loan Guarantor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Obligations Party shall be entitled to recover the value or amount of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X, would reduce, release or prejudice any of its obligations under this Article X (without limitation and whether or not known to it or any Guaranteed Party) including: (a) any time, waiver or consent granted to, or composition with, any Loan Guarantor or other person; (b) the release of any other Loan Guarantor or any other person under the terms of any composition or arrangement with any creditor of any member of the Guaranteed Parties European Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or (g) any insolvency or similar proceedings. Without prejudice to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit generality of the Administrative Agent and/or the other Guaranteed Creditors above, each Loan Guarantor expressly confirms, as permissible under applicable law, that it intends that this guarantee shall extend from time to which such Guaranteed Obligations are owedtime to any (however fundamental) variation, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting increase, extension or addition of or to any of the Loan Documents and/or any amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Obligations Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor under this Article X. This waiver applies irrespective of any law or any provision of a Loan Document to the contrary. This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Guaranteed Party. This guarantee does not apply to any liability to the extent reimbursable under that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any 151 of the Guaranteed Obligations and any UK Companies Xxx 0000, or section 60 of the aforesaid payees repays all or part of said amount by reason of (i) any judgmentIrish Companies Xxx 0000, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including equivalent and applicable provisions under the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability laws of the Borrower, and Holdings shall be and remain liable to jurisdiction of incorporation of the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeerelevant Loan Guarantor.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, and in recognition of the direct benefits to be received by Holdings Parent from the proceeds of the LoansLoans and the issuance of the Letters of Credit, Holdings the Parent hereby agrees with the Guaranteed Creditors as follows: Holdings the Parent hereby and unconditionally and irrevocably guarantees as primary obligor and not merely as surety to the Guaranteed Creditors the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. This is a guaranty of payment and not of collection. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingsthe Parent, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Parent, notwithstanding any revocation of this Holdings Parent Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings each Credit Agreement Party from the proceeds of the Loans, Holdings the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: Holdings each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingseach Credit Agreement Party, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the any Guaranteed PartiesParty), then and in such event Holdings each Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingssuch Credit Agreement Party, notwithstanding any revocation of this Holdings Credit Agreement Party Guaranty or other instrument evidencing any liability of the Borrowerany other Guaranteed Party, and Holdings such Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order The Guarantor hereby unconditionally guarantees to induce the Administrative AgentHolder of each Security Outstanding from time to time, and to the Trustee on behalf of such Holder, the Collateral Agent due and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition punctual payment of the direct benefits to be received by Holdings from principal of and premium, if any, and interest, if any, on such Security when and as the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally same shall become due and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when duepayable, whether upon maturityat the Stated Maturity, acceleration by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to make any such payment, the Guarantor shall cause such payment to be made punctually when and as the same shall become due and payable, as aforesaid, as if such payment were made by the Company. The obligations of the Guarantor hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes Discount Security that would be due and payable hereunderupon a declaration of acceleration of the maturity thereof pursuant to Article Seven of this Indenture. The Guarantor hereby waives the benefits of diligence, Holdingspresentment, unconditionally demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and irrevocablyall demands whatsoever, promises to pay and covenants that this Guaranty will not be discharged in respect of any Security except by complete performance of the obligations contained in such Guaranteed Obligations Security and in this Guaranty. This Guaranty shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of, or premium, if any, or interest, if any, on, any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the Administrative Agent terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guaranty without first proceeding against the Company. The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of and premium, if any, and interest, if any, on such Security have been, or have been deemed pursuant to the provisions of Article Six to have been, paid in full or otherwise discharged. The Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guaranty is endorsed against the Company in respect of any amounts paid by the Guarantor on account of such Securities pursuant to the provisions of its Guaranty or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full. This Guaranty shall remain in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with creditors or a receiver or trustee being appointed for all or any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any significant part of the Guaranteed Obligations Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference", "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment in respect of any Security, or any part thereof, is rescinded, reduced, restored or returned, such Security shall, to the fullest extent permitted by law, be reinstated and shall be deemed paid only to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations amount paid and any of the aforesaid payees repays all not so rescinded, reduced, restored or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeereturned.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Hedge Obligations and Cash Management Obligations with one or more Loan Parties and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Hedge Obligations and Cash Management Obligations, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes become due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations Indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, on demand or order, promptly upon written demand, together with any and all actual reasonable out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations in each case to the extent reimbursable under pursuant to Section 14.019.05. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the US Revolving Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings issuance of the US Letters of Credit, and the entering into of the US Bank Product Agreements and by virtue of the financial accommodations to be made to US Borrower, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed US Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such the Guaranteed Obligations to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or Lender Group and the other Guaranteed Creditors to which such Guaranteed Obligations are owedBank Product Providers, on demand together with including any and all expenses which Lender Group Expenses and other amounts under the Loan Agreement that may be incurred by Agent or any other member of the Administrative Agent and the other Guaranteed Creditors Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such US Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon Agent or any Guaranteed Creditor other member of the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed US Obligations and any of Agent or any other member of the aforesaid payees Lender Group or any Bank Product Provider repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Grantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, of 11 U.S.C. § 362(a)). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Guaranteed Obligations Loans may be advanced to it, that Letters of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent Credit may be issued for the benefit of its business and that the Administrative Agent and/or Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other Guaranteed Creditors provisions of this Section 1, upon the failure of Company to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting pay any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings and the Borrowers from the proceeds of the LoansLoans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings and the Borrowers hereby agrees agree with the Guaranteed Creditors as follows: follows (the “Holdings and Borrowers Guaranty”): Holdings and each Borrower hereby unconditionally and irrevocably (until the termination of this Agreement or the repayment in full in cash of the Obligations ( other than contingent obligations not yet due and owing) guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of (i) in the case of Holdings, any and all of the Guaranteed Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors, (ii) in the case of the Term Borrower, any and all Guaranteed Obligations of the Revolving Borrower to the Guaranteed Creditors and (iii) in the case of the Revolving Borrower, any and all of the Guaranteed Obligations of the Term Borrower to the Guaranteed Creditors (each of Holdings, the Term Borrower and the Revolving Borrower, in their respective capacities as a Guarantor under this Section 15, the “Applicable Guarantor” and the reference to the Guaranteed Obligations under this Section 15 shall refer, (i) in the case of Holdings, to the Obligations of the Borrowers, (ii) in the case of the Term Borrower, to the Obligations of the Revolving Borrower and (iii) in the case of the Revolving Borrower, to the Obligations of the Term Borrower). If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdingsthe Applicable Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrowers), then and in such event Holdings agrees the Applicable Guarantor agree that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Applicable Guarantor, notwithstanding any revocation of this Holdings and Borrowers Guaranty or other instrument evidencing any liability of the BorrowerBorrowers, and Holdings the Applicable Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative AgentGuarantor, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety a surety, hereby absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment when dueof all amounts, whether upon maturitycapital contributions, acceleration or otherwisesums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of any Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Guaranteed Obligations Limited Liability Company Agreement, (ii) the full and punctual performance and observance of all the Guaranteed Parties terms, covenants and conditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Guaranteed Creditors. If Limited Liability Company Agreement, and (iii) the full and prompt payment of all damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or all any other Obligor by virtue of or under the Guaranteed Obligations of the Guaranteed Parties Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the Guaranteed Creditors becomes due and payable hereunderLimited Liability Company Agreement, Holdingsincluding, unconditionally and irrevocablywithout limitation, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any representations or warranties made by Guarantor-Affiliated Member thereunder. Guarantor further agrees to pay all Enforcement Costs (as hereinafter defined), in addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, (x) Guarantor shall have all of the Guaranteed Obligations same rights, remedies and any defenses as Guarantor-Affiliated Member, including, without limitation, the right to exercise the dispute resolution procedures under and in accordance with the terms of the aforesaid payees repays all or part Limited Liability Company Agreement, and (y) other than the payment of said amount by reason of (i) any judgmentEnforcement Costs, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise Guarantor shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or with respect to any assumption agreement or instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received delivered by any such payeeit pursuant thereto.

Guaranty. In order The Guarantor unconditionally promises and agrees to induce perform and comply with all provisions and conditions of the Administrative AgentDDA and any modifications, the Collateral Agent additions, amendments and supplements thereto, and the Lenders agreements, provisions and conditions of any rider or exhibit thereto now or hereafter existing, or to enter into this Agreement and to extend credit hereunder and in recognition of cause the direct benefits same to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally performed and irrevocably guarantees as primary obligor complied with. The words "perform and not merely as surety the full comply with" are used in their most comprehensive sense and prompt include (i) payment when due, whether upon maturity, acceleration or otherwise, of any and all rental and other obligations of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Redeveloper to pay such Guaranteed Obligations money to Agency arising under the Administrative Agent for DDA, including, without limitation, the benefit of the Administrative Agent and/or the other Guaranteed Creditors obligation to which such Guaranteed Obligations are owed, on demand together with pay any and all interest on past due obligations of Redeveloper, any and all costs advanced by Redeveloper, and all expenses which (including, without limitation, court costs and reasonable attorney's fees) that may be incurred arise in consequence of Redeveloper's default under the DDA, (ii) payment and performance of all obligations of Redeveloper to purchase the Property arising under the DDA, and (iii) construction of the Project within the times and in the manner provided for in or contemplated by the Administrative Agent and the other Guaranteed Creditors in collecting any provisions of the Guaranteed Obligations DDA, including, to the extent reimbursable required by the DDA, payment of all costs and expenses thereof and payment of and satisfaction or discharge of all liens, charges or claims that are or may be imposed upon or claimed against the Property or any portion thereof. As a condition to the Guarantor's obligations under Section 14.01. If claim is ever made this Guaranty, Agency shall confer upon any Guaranteed Creditor for repayment or recovery Guarantor all rights and benefits of any amount or amounts received in payment or on account of any of Redeveloper under the Guaranteed Obligations DDA, including, without limitation, the right to occupy and operate the Property and the Project and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsbusiness thereon, notwithstanding any revocation breach or default by Redeveloper under the DDA. If within thirty (30) days following written demand from the Agency, Guarantor fails to commence performance of this Holdings Guaranty or other instrument evidencing any liability and compliance with all provisions and conditions of the BorrowerDDA and thereafter to diligently perform and comply therewith, Agency may, but shall have no obligation to, take such actions as Agency deems appropriate with respect to the Project and the Property, and Holdings Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent Agency as if such amount had never originally been received by any such payeeGuarantor were the Redeveloper under the DDA for failure to perform and comply with the provisions and conditions of the DDA.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Subsidiary Guarantor acknowledges that the Loans and Letters of Credit may benefit its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or any Guarantor, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, of and any and all of the Guaranteed Obligations of the Guaranteed Parties such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Guaranteed Creditors. If any or all other provisions of this Section 1, upon the Guaranteed Obligations failure of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Company to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative AgentFor value received, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder sufficiency of which is hereby acknowledged, and in recognition consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to the direct benefits to be received Borrowers by Holdings from the proceeds of the LoansSecured Parties, Holdings each Guarantor hereby agrees with the Guaranteed Creditors as follows: Holdings hereby absolutely, unconditionally and irrevocably guarantees as primary obligor and not merely as surety to Administrative Agent, for the ratable benefit of the Secured Parties, the full and prompt payment when due, whether upon at stated maturity, acceleration by required prepayment, upon acceleration, demand or otherwise, of any and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the terms contained in the documents executed by one or more Borrowers in favor of one or more Secured Parties in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future Obligations of the Guaranteed Parties any Borrower to the Guaranteed Creditors becomes due and payable hereunderany Secured Party, Holdings, unconditionally and irrevocably, promises whether associated with any credit or other financial accommodation made to pay such Guaranteed Obligations to the Administrative Agent or for the benefit of any Borrower by any Secured Party or otherwise and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent and/or Secured Parties in connection with the other collection or enforcement thereof); provided, however, that the definition of “Guaranteed Creditors Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to which support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Without limiting the generality of the foregoing, the Guaranteed Obligations are owedshall include any such Debt, on demand together with any obligations, and all expenses liabilities which may be incurred or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Borrower under the Administrative Agent and Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the other Guaranteed Creditors in collecting any benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the Guaranteed Obligations United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the extent reimbursable contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 14.01. If claim is ever made upon 548 of the Bankruptcy Code or any Guaranteed Creditor for repayment or recovery comparable provisions of any amount similar federal or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeestate law.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings The Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety to the full and Agent, on behalf of the Lenders, the prompt payment when due, due (whether upon by scheduled maturity, acceleration or otherwise, ) and performance of any (a) the Obligations and all interest and other sums in respect thereof, and (b) all other liabilities, obligations and indebtedness, direct or indirect, matured or unmatured, primary or secondary, absolute or contingent, due or to become due, secured or unsecured of the Borrower to the Lenders, now or hereafter owing or incurred (including without limitation, reasonable costs and expenses incurred by the Lenders in attempting to collect or enforce any of the foregoing) relating to the Loan Documents, accrued in each case to the date of payment hereunder, including without limitation the performance of all agreements, covenants and conditions of the Borrower set forth in the Loan Agreement and all other Loan Documents. The responsibilities and obligations of the Borrower to the Lenders described above are hereinafter referred to collectively as the “Guaranteed Obligations.” This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Guaranteed Obligations and not of collectability of the Guaranteed Parties Obligations, and is in no way conditioned upon any requirement that the Lenders first attempt to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting collect any of the Guaranteed Obligations from the Borrower or resort to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment security or recovery other means of any amount or amounts received in obtaining payment or on account of any of the Guaranteed Obligations which the Lenders now have or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrower in the full and any punctual payment and performance of the aforesaid payees repays all or part of said amount by reason of Guaranteed Obligations (i) any judgment, decree or order after the passage of any court applicable grace period), the liabilities and obligations of the Guarantor hereunder shall, at the option of the Lenders, become forthwith due and payable to the Lenders without demand or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise notice of any such claim effected nature, all of which are expressly waived by such payee with the Guarantor. Payments by the Guarantor hereunder may be required by the Lenders on any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation number of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeoccasions.

Guaranty. In order to induce the Administrative AgentGuarantor unconditionally guaranties, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term Guarantied Obligations is used herein in its most comprehensive sense and includes any and all obligations of Company in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Purchase Agreement, the Notes and the other Note Documents. Guarantor acknowledges that the Guarantied Obligations have been and are being incurred for, and will inure to, its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, of and any and all of the Guaranteed Obligations of the Guaranteed Parties such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Guaranteed Creditors. If any or all other provisions of this Section 1, upon the Guaranteed Obligations failure of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Company to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Guarantied Obligations when and as the same shall become due, Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order Each of the Guarantors hereby jointly and severally unconditionally Guarantees, on a senior subordinated basis, to induce each Holder of a Security authenticated and delivered by the Administrative AgentTrustee, and to the Trustee on behalf of such Holder, the Collateral Agent due and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition punctual payment of the direct benefits to be received by Holdings from principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on such Security when and as the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally same shall become due and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when duepayable, whether upon maturityat the Stated Maturity, acceleration by acceleration, call for redemption, purchase or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Note Issuer punctually to make any such payment, each of the Guarantors hereby jointly and severally agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by acceleration, call for redemption, purchase or otherwise, and as if such payment were made by the Note Issuer. The Guarantee extends to the Note Issuer's repurchase obligations arising from a Change of Control or an Asset Disposition pursuant to Section 10.15. Each of the Guarantors hereby jointly and severally agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Security or this Indenture, the absence of any action to enforce the same, any exchange, release or non-perfection of any Lien on any collateral for, or any release or amendment or waiver of any term of any other Guarantee of, or any consent to departure from any requirement of any other Guarantee of all or any of the Securities, the election by the Trustee or any of the Holders in any proceeding under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") of the application of Section 1111(b)(2) of the Bankruptcy Code, or equivalent provision under applicable law, any borrowing or grant of a security interest by the Note Issuer, as debtor-in-possession, under Section 364 of the Bankruptcy Code, or equivalent provision under applicable law, the disallowance, under Section 502 of the Bankruptcy Code, or other similar applicable law, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Securities, any waiver or consent by the Holder of such Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Note Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders protect, secure, perfect or insure any security interest in or other Lien on any property subject thereto or exhaust any right or take any action against the Note Issuer or any other Person or any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the Note Issuer, any right to require a proceeding first against the Note Issuer, protest or notice with respect to such Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty 113 EXECUTION 123 will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in this Guaranty. Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on such Security, whether at their Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce this Guaranty without first proceeding against the Note Issuer. Each Guarantor agrees that, to the extent permitted by law, if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, or the Trustee or the Holders are prevented from taking any action to realize on any collateral, such Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. The indebtedness evidenced by the Guaranties is, to the extent provided in this Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of each Guarantor, and the Guaranties are issued subject to the provisions of this Indenture with respect thereto. Each Holder of such Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Guarantor shall be subrogated to all rights of the Guaranteed Obligations Holders of the Guaranteed Parties Securities upon which its Guarantee is endorsed against the Note Issuer in respect of any amounts paid by such Guarantor on account of such Security pursuant to the Guaranteed Creditorsprovisions of its Guaranty or this Indenture; provided, however, that no Guarantor shall be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on all Securities issued hereunder shall have been paid in full. If Each Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or all of against the Guaranteed Obligations of Note Issuer for liquidation or reorganization or equivalent proceeding under applicable law, should the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent Note Issuer become insolvent or make an assignment for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with creditors or should a receiver or trustee be appointed for all or any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any significant part of the Guaranteed Obligations to Note Issuer's assets, or the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account equivalent of any of the Guaranteed Obligations foregoing under applicable law, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the aforesaid payees repays Securities, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a voidable preference, fraudulent transfer, or as otherwise provided under similar laws 114 EXECUTION 124 affecting the rights of creditors generally or under applicable laws of the jurisdiction of formation of the Note Issuer, all as though such payment or part of said amount by reason of (i) performance had not been made. In the event that any judgmentpayment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property part thereof, is rescinded, reduced, restored or (ii) any settlement or compromise of any such claim effected returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such payee with amount paid and not so rescinded, reduced, restored or returned. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such claimant right does not impair the rights of the Holders under this Guaranty. Each Guaranty (including other than the Guaranteed PartiesCompany's Guaranty) will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without rendering the Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under applicable law of Germany. In the case of Fresenius Medical Care Deutschland GmbH ("FMCD"), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.following provisions apply:

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings The Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, to the full Beneficiaries the prompt and prompt complete payment by the Transferee when duedue of all payment obligations of the Transferee under the Operative Agreements without offset or deduction and the timely performance of all other obligations of the Transferee thereunder (such payment and other obligations, whether upon maturitythe "Obligations"), acceleration or otherwise, of and the Guarantor further agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) that may be paid or incurred by the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If Beneficiaries in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. The Guarantor will not exercise any rights that it may now or hereafter acquire against Transferee that arise from the existence, payment, performance or enforcement of the Guaranteed Parties Guarantor's Obligations under this Guaranty, the Transferred Interest or the Operative Agreements, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against Transferee or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Transferee, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations have been performed in full and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations Guarantor in violation of the preceding sentence at any time prior to the Administrative Agent final payment in full in cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of any Beneficiary and shall forthwith be paid to such Beneficiary to be credited and applied to the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Administrative Agent and the other Guaranteed Creditors in collecting any terms of the Guaranteed Operative Agreements, or to be held as collateral for any Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeamounts payable under this Guaranty thereafter arising.

Guaranty. In order to (a) To induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and Lender to extend credit hereunder to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and in recognition of unconditionally guarantees to the direct benefits to be received by Holdings from the proceeds of the LoansLender, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally its successors and irrevocably guarantees as primary obligor and not merely as surety assigns (i) the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties and covenants are not paid by the Borrower in accordance with their respective terms or if any and all sums which are now or may hereafter become due from the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documents, or any portion thereof, (y) to enforce any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderLoan Documents, Holdingsincluding, unconditionally and irrevocablywithout limitation, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred by the Administrative Agent or created under and the other Guaranteed Creditors in collecting pursuant to any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment Loan Documents whether voluntary or recovery of any amount involuntary, absolute or amounts received in payment contingent, liquidated or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all unliquidated, determined or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerundetermined, and Holdings shall whether recovery upon such obligations, duties and covenants may be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehereafter become unenforceable.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Arranger and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct and indirect benefits to be received by Holdings the Guarantors from the proceeds of the Loans, Holdings each of the Guarantors hereby agrees with the Guaranteed Creditors Financing Parties as follows: Holdings each Guarantor hereby unconditionally unconditionally, absolutely and irrevocably irrevocably, jointly and severally, guarantees as primary obligor obligors and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingseach Guarantor, unconditionally unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedFinancing Parties, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Financing Parties in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If a claim is ever made upon any Guaranteed Creditor Financing Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties)Property, then and in such event Holdings each Guarantor agrees that any such judgment, decree, order, settlement decree or compromise order shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Guarantors shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For purposes of this Guaranty, each Guarantor expressly and irrevocably waives any order, excision and division benefits they may have under any applicable jurisdiction.

Guaranty. In order to induce the Administrative Agent(a) The Guarantor irrevocably and unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of the Co-Borrower and all payment obligations of the Co-Borrower or the applicable Subsidiary of the Guarantor under Related Credit Arrangements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Co-Borrower or such Subsidiary of the Guarantor or from time to time renew them after they have been satisfied. The Guarantor acknowledges that a portion of the Loans made to the Co-Borrower may be advanced for its benefit, that Letters of Credit issued to the Co-Borrower may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Co-Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of the Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Co-Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by the Co-Borrower, the obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any of the Lender Group as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of any and all this Section 1, upon the failure of the Guaranteed Obligations Co-Borrower to pay any of the Guaranteed Parties Guarantied Obligations when and as the same shall become due, the Guarantor will upon demand pay, or cause to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderbe paid, Holdingsin cash, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the ratable benefit of the Administrative Agent and/or the other Guaranteed Creditors Lender Group, an amount equal to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehave become due.

Guaranty. In order to induce the Administrative AgentThe Company hereby (i) ratifies, the Collateral Agent restates and the Lenders to enter into this Agreement and to extend credit hereunder and confirms its Guarantee in recognition favor of the direct benefits Lender Parties made pursuant to be received by Holdings from the proceeds “Company Guaranty” (as defined in the Existing Credit Agreement) and (ii) absolutely and unconditionally guarantees, as a guaranty of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally payment and irrevocably guarantees as primary obligor performance and not merely as surety the full and a guaranty of collection, prompt payment when due, whether upon at stated maturity, acceleration by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each of the Designated Borrowers to the Lender Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof) and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Designated Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations Designated Borrower Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Parties Designated Borrower Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of such Guaranteed Designated Borrower Obligations. This Company Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Designated Borrower Obligations or any instrument or agreement evidencing any Guaranteed Designated Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Creditors. If Designated Borrower Obligations which might otherwise constitute a defense to the obligations of the Company under this Company Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeforegoing.

Guaranty. In order The Guarantor hereby, irrevocably and unconditionally, guarantees the punctual payment when due, in lawful money of the United States of America, whether at stated maturity, by acceleration or otherwise, of the Loans and all other Obligations owing by the Company to induce the Lenders, the Administrative Agent, the Collateral Agent Swingline Lender and Other Agents, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses, indemnities, reimbursement obligations or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders to enter into or the Administrative Agent in enforcing any rights under this Agreement and to extend credit hereunder and Guaranty (collectively, the “Guaranteed Obligations”), including without limitation, all interest which, but for the filing of a petition in recognition bankruptcy, would accrue on any principal portion of the direct benefits Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in U.S. Dollars free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is defined in the Credit Agreement), the full amount, in U.S. Dollars, that it would otherwise be received by Holdings from the proceeds of the Loans, Holdings hereby agrees entitled to receive with respect to the Guaranteed Creditors as follows: Holdings hereby unconditionally Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and irrevocably guarantees as primary obligor and not merely as surety the full and prompt agrees that this is a guarantee of payment when due, whether upon maturityand not of collection, acceleration or otherwise, of any and all that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Company, against any security for the Guaranteed Obligations, against any other Person or under any other guaranty covering any portion of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

Guaranty. In order to induce the Administrative AgentLenders to extend credit to the Company and the Designated Borrowers, the Collateral Agent and the Lenders Cash Management Banks to enter into this Agreement Guaranteed Cash Management Agreements and the Hedge Banks to extend credit hereunder enter into Guaranteed Hedge Agreements, the Guarantor hereby absolutely and in recognition unconditionally guarantees, as a guaranty of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally payment and irrevocably guarantees as primary obligor performance and not merely as surety the full and a guaranty of collection, prompt payment when due, whether upon at stated maturity, acceleration by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future Obligations of any Designated Borrower to the Beneficiaries, in each case, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and any Guaranteed Obligations Cash Management Agreement or Guaranteed Hedge Agreement and whether recovery upon such Indebtedness and liabilities may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or any Designated Borrower under any Debtor Relief Law (collectively, the “Guarantied Obligations”). In furtherance of the Guaranteed Parties foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The books and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Creditors. If Guarantied Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guaranteed Obligations of foregoing. Notwithstanding the Guaranteed Parties to foregoing, the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings Guarantor with respect to the Guarantied Obligations shall be and remain liable limited to an aggregate amount equal to the aforesaid payees largest amount that would not render its obligations hereunder for subject to avoidance under Section 548 of the amount so repaid United States Bankruptcy Code or recovered to the same extent as if such amount had never originally been received by any such payeecomparable provisions of any applicable state law.

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the Revolving Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings issuance of the Letters of Credit, and the entering into of the Bank Product Agreements and by virtue of the financial accommodations to be made to Borrower, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors constituting Guarantied Obligations becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or Lender Group and the other Guaranteed Creditors to which such Guaranteed Obligations are owedBank Product Providers, on demand together with any and all expenses which (including Lender Group Expenses) that may be incurred by Agent or any other member of the Administrative Agent and the other Guaranteed Creditors Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon Agent or any Guaranteed Creditor other member of the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Guarantied Obligations and any of Agent or any other member of the aforesaid payees Lender Group or any Bank Product Provider repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Grantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent The Guarantors hereby jointly and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby severally unconditionally and irrevocably guarantees as primary obligor and not merely as surety guarantee the full and prompt payment when due, whether upon at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the benefit operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the "Guarantied Obligations"). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Guaranteed Creditors Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations Borrower's failure to pay the extent reimbursable under Section 14.01. If claim is ever made upon same, without any Guaranteed Creditor for repayment other demand or recovery notice whatsoever, including without limitation, any notice having been given to any Guarantor of any amount either the acceptance by the Guarantied Parties of this Guaranty or amounts received in payment the creation or on account incurrence of any of the Guaranteed Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the aforesaid payees repays Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, "Fraudulent Transfer Laws"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or part otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of said such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by reason such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) any judgmentapplicable requirements of Law, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) Section 10 hereof or (iii) any settlement other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or compromise Affiliates of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation Borrower of obligations arising under this Holdings Guaranty or other instrument evidencing any liability guaranties of the BorrowerGuarantied Obligations by such parties, and Holdings shall be and remain liable held or determined to be void, invalid or unenforceable, or subordinated to the aforesaid payees hereunder for claims of any other creditors, on account of the amount so repaid of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or recovered any other Person, be automatically limited and reduced to the same extent highest amount that is valid and enforceable and not subordinated to the claims of other creditors as if determined in such amount had never originally been received by any such payeeaction or proceeding.

Guaranty. In order Each Guarantor, jointly and severally, absolutely and unconditionally, guarantees and becomes surety for the full, prompt and punctual payment to induce the Administrative AgentLenders, the Collateral Agent as and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at maturity, by acceleration or otherwise, of any and all Indebtedness, and performance of any and all liabilities and obligations of Borrower to Agent and Lenders or any of them (including, without limitation, reimbursement obligations under Letters of Credit) created at any time under, or pursuant to, the terms of the Guaranteed Obligations Credit Agreement and the other Loan Documents, whether for principal, interest, premiums, fees, expenses or otherwise, any obligations under interest rate protection agreements, swaps, hedging contracts or similar arrangements with any Lender (including, without limitation, any swap agreement as defined in 11 U.S.C. Section 101), and any obligations under or pursuant to any other documents and agreements executed in connection with any of the Guaranteed Parties foregoing, including any future advances, whether obligatory or voluntary, or refinancings, renewals or extensions of or substitutions for, any existing or future debt (collectively, all such Indebtedness, liabilities and obligations are referred to herein as the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder"Obligations"), Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all reasonable expenses (including, without limitation, attorneys' fees, disbursements and the costs and expenses of in-house counsel and legal support staff) which may be incurred by the Administrative Agent and the other Guaranteed Creditors any Lender in collecting any or all of the Guaranteed Obligations or enforcing any and all rights against any Guarantor under this Guaranty (the "Expenses"). Without limiting any Guarantor's obligations hereunder and notwithstanding any purported termination of this Guaranty, if any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, assignment for the benefit of creditors, or similar event with respect to the extent reimbursable under Section 14.01. If claim is ever made upon Borrower or any Guaranteed Creditor for repayment endorser of all or recovery any of the Obligations shall occur, and such occurrence shall result in the return of (or in such event the Agent or any amount or amounts received in Lender shall be requested to return) any payment or on account performance of any of the Guaranteed Obligations and any or Expenses, then (a) without further notice, demand or other action, the obligations of the aforesaid payees repays all or part of said amount by reason of each Guarantor hereunder shall be reinstated with respect to (i) any judgment, decree such payment or order of any court performance returned (or administrative body having jurisdiction over such payee or any of its property or requested to be returned) and (ii) with respect to all further obligations arising as a result of such return or request, and (b) each Guarantor shall thereupon be liable therefor, without any settlement obligation on the part of the Agent or compromise of any Lender to contest or resist any such claim effected by such payee with return. If a party ceases to be a Lender, then any such claimant (including the Guaranteed Partiesobligations under interest rate protection agreements, swaps, hedging contracts or similar arrangements(including without limitation, any swap agreement as defined in 11 U.S.C. Section 101), then and in such event Holdings agrees with that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable party prior to the aforesaid payees hereunder for the amount so repaid or recovered date it ceases to the same extent as if such amount had never originally been received by any such payeebe a Lender shall continue to be Obligations guaranteed hereunder.

Guaranty. (a) In order to induce the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guarantee Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guaranteed Guarantee Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the applicable Administrative Agent and/or the other applicable Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent Agents and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Guarantor Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Holdings Guaranty Section 12 or other instrument evidencing any liability of the any Borrower, and Holdings shall shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Arrangers and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct and indirect benefits to be received by Holdings the Guarantors from the proceeds of the Loans, Holdings each of the Guarantors hereby agrees with the Guaranteed Creditors Financing Parties as follows: Holdings each Guarantor hereby unconditionally unconditionally, absolutely and irrevocably irrevocably, jointly and severally, guarantees as primary obligor obligors and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingseach Guarantor, unconditionally unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedFinancing Parties, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Financing Parties in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor Financing Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties)Property, then and in such event Holdings each Guarantor agrees that any such judgment, decree, order, settlement decree or compromise order shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Guarantors shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For purposes of this Guaranty, each Guarantor expressly and irrevocably waives any order, excusion and division benefits they may have under any applicable jurisdiction.

Guaranty. In order Each Domestic Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to induce the Administrative AgentLenders, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any in-house counsel and paralegals) and expenses paid or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent Agents, the Issuing Banks and the other Guaranteed Creditors Lenders in collecting endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Domestic Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Domestic Guaranteed Obligations”). Each Domestic Loan Guarantor further agrees that the Domestic Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. Each Canadian Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the extent reimbursable under Section 14.01Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Canadian Obligations (and not the Domestic Obligations) and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Agents, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Canadian Obligations from, or in prosecuting any action against, the Canadian Borrower, any Canadian Loan Guarantor or any other guarantor of all or any part of the Canadian Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Canadian Guaranteed Obligations”). If claim is ever made Each Canadian Loan Guarantor further agrees that the Canadian Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any Guaranteed Creditor for repayment such extension or recovery renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any amount domestic or amounts received in payment foreign branch or on account Affiliate of any Lender that extended any portion of the Domestic Guaranteed Obligations and any of or the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Canadian Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct benefits to be received by Holdings the Borrower from the proceeds of the LoansRevolving Loans and the issuance of the Letters of Credit, Holdings the Guarantors hereby agrees agree with the Guaranteed Creditors as follows: Holdings the Guarantors hereby and unconditionally and irrevocably guarantees guarantee to the Guaranteed Creditors, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingsthe Guarantors, unconditionally and irrevocably, promises promise to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees the Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order Guarantor hereby unconditionally guarantees to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety Funding Parties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, and at all times thereafter, and the full and prompt performance, of any and all of the Guaranteed Obligations Liabilities (as hereinafter defined), including rent, interest and Yield on any such Liabilities, whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor, any Lessee or any other Person and, if rent, interest or Yield on any portion of such obligations ceases to accrue by operation of law by reason of the Guaranteed commencement of such case or proceeding, including such rent, interest and earnings as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all reasonable expenses (including reasonable attorneys' fees and legal expenses) actually paid or incurred by each of the Funding Parties in endeavoring to collect the Guaranteed CreditorsLiabilities, or any part thereof, and in enforcing this Guaranty. If Notwithstanding the foregoing, during the Construction Term for any or Leased Property, only the Lessor shall be entitled to make a claim under this Guaranty for Liabilities related to such Leased Property. The term "Liabilities", as used herein, shall mean all of the Guaranteed Obligations of following, in each case howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due: (i) all amounts payable by the Guaranteed Parties Lessees or the Construction Agent to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the Funding Parties under the Lease (including, without limitation, Basic Rent, Supplemental Rent and the Recourse Deficiency Amount), the Master Agreement, the Construction Agency Agreement or any other Guaranteed Creditors Operative Document, and (ii) all principal of the Note and interest accrued thereon, and all additional amounts and other sums at any time due and owing, and required to be paid, to the Funding Parties under the terms of the Master Agreement, the Loan Agreement, the Construction Agency Agreement, the Assignments of Lease and Rents, the Mortgages, the Note or any other Operative Document; provided, however, that the Guarantor will not be obligated to pay to the Agent and Funding Parties under this Guaranty any amounts greater than the Lessees and the Construction Agent would have had to pay to the Agent and the Funding Parties under the Lease, the Master Agreement, the Construction Agency Agreement and the other Operative Documents assuming that such documents were enforced in collecting accordance with their terms (and without giving effect to any discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of a Lessee), plus all actual and reasonable costs of enforcing this Guaranty. By way of extension but not in limitation of any of its other obligations hereunder, Guarantor stipulates and agrees that if any foreclosure proceedings are commenced with respect to any Leased Property and result in the entering of a foreclosure judgment, any such foreclosure judgment, to the extent related to the Liabilities and payable to any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any Funding Parties, shall be treated as part of the Guaranteed Obligations Liabilities, and any Guarantor unconditionally guarantees the full and prompt payment of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative AgentFIDELCOR BUSINESS CREDIT CORPORATION (hereafter "Trefoil") to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (hereafter individually and collectively, "Debtor") and knowing that Trefoil will rely upon this guaranty, the Collateral Agent undersigned and each of them jointly and severally guarantee the due payment and performance by said Debtor described in said financing agreement of all moneys to be paid, and all things to be done, pursuant to each and every condition and covenant contained in said agreement, or in any supplement thereto, or any other transaction or agreement, as well as the due payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and the Lenders undersigned hereby indemnify Trefoil, and covenant to enter into hold it harmless against all obligations, demands, losses or liabilities, by whomsoever asserted, suffered, incurred or paid by Trefoil as a result of, or in any way arising out of, or following, or consequential to transactions under the aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional and unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or against any collateral security which Trefoil may hold, before proceeding against the undersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, whether under an agreement with the Debtor, or pursuant to this Agreement guaranty, may be sold at public or private sale, and the undersigned further agree that Trefoil shall have the right to extend credit hereunder bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil may incur in recognition connection with the liquidation of collateral held by Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all attorneys fees agreed to by the Debtor, and the reasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, which the parties agree shall be a sum equal to 15% of the direct benefits to be received by Holdings from the proceeds moneys due Trefoil upon placement of the Loansclaim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the parties to said security agreement may hereafter agree, Holdings nor by any modification, release or other alteration of any of the obligations hereby agrees with guaranteed, or of any security therefor or failure to perfect any security interest, to all of which the Guaranteed Creditors undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to resort to any other right, remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as followsto future transactions. The undersigned waive: Holdings notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the right to a jury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other notices to which they might otherwise be entitled. As security, they hereby unconditionally assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the State of New York and irrevocably guarantees as primary obligor each guarantor for himself hereby consents to the jurisdiction of any Local State or Federal Court located within the State of New York and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, each guarantor for himself waives personal service of any and all process upon him and consents that all such service of process be made by certified mail, return receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, if different, and service so made shall be deemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and the rights and obligations of the Guaranteed Obligations parties hereto, shall be governed, construed and interpreted according to the laws of the Guaranteed Parties State of New York. This guaranty cannot be changed or discharged orally, nor shall the same be terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the obligations hereunder. Release of any guarantor, or the Debtor herein, shall not affect the obligations hereunder of the remaining guarantors. Notwithstanding anything to the Guaranteed Creditors. If any or all contrary contained in this guaranty, (1) the joint and several liability of the Guaranteed Obligations guarantors hereunder shall in no event exceed $150,000, plus the costs and expenses of collection, including attorneys fees, as provided for herein. Such limitation on the liability of the Guaranteed Parties guarantors shall not be deemed to be a limitation on the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit amount of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses credit which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations extended to the extent reimbursable Debtor and (2) Trefoil shall not commence any action against any guarantor to enforce this guaranty until six months after Trefoil makes demand upon such guarantor for payment under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeguaranty.

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the LoansRevolving Loans and the Term Loan, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings issuance of the Letters of Credit and the entering into of the Bank Product Agreements and by virtue of the financial accommodations to be made to Borrower, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or Lender Group and the other Guaranteed Creditors to which such Guaranteed Obligations are owedBank Product Providers, on demand together with any and all expenses which (including Lender Group Expenses) that may be incurred by Agent or any other member of the Administrative Agent and the other Guaranteed Creditors Lender Group or any Bank Product Provider in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon Agent or any Guaranteed Creditor other member of the Lender Group or any Bank Product Provider for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Obligations and any of Agent or any other member of the aforesaid payees Lender Group or any Bank Product Provider repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Grantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings The Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, to the full Beneficiaries the prompt and prompt complete payment by the Owner Participant when duedue of all payment obligations of the Owner Participant under the Operative Agreements without offset or deduction and the timely performance of all other obligations of the Owner Participant thereunder (such payment and other obligations, whether upon maturitythe "Obligations"), acceleration or otherwise, of and the Guarantor further agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) that may be paid or incurred by the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If Beneficiaries in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Guaranty. The Guarantor will not exercise any rights that it may now or hereafter acquire against Owner Participant that arise from the existence, payment, performance or enforcement of the Guaranteed Parties Guarantor's Obligations under this Guaranty or the Operative Agreements, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Beneficiary against Owner Participant or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Owner Participant, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations have been performed in full and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations Guarantor in violation of the preceding sentence at any time prior to the Administrative Agent final payment in full in cash of the Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of any Beneficiary and shall forthwith be paid to such Beneficiary to be credited and applied to the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the Administrative Agent and the other Guaranteed Creditors in collecting any terms of the Guaranteed Operative Agreements, or to be held as collateral for any Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeamounts payable under this Guaranty thereafter arising.

Guaranty. In order to induce the Administrative AgentEach Subsidiary Guarantor with all other Subsidiary Guarantors, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loanshereby absolutely, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as surety a surety, to each Holder and its successors and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by acceleration or otherwise, of the principal of and Make-Whole Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Note Purchase Agreement to the contrary, the maximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Parties Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Guaranteed Creditors. If any or all Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay or cause such Guaranteed Obligations to be performed or complied with, (in the Administrative Agent for the benefit case of the Administrative Agent and/or the other payment of Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand Obligations) together with any interest (in the amounts and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable required under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of such Notes) on any amount or amounts received in payment or on account of any of the Guaranteed Obligations due and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeowing.

Guaranty. In order to induce the Administrative AgentEach Guarantor irrevocably and unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees jointly with the Guaranteed Creditors other Guarantors and severally, as follows: Holdings hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety a surety, the full due and prompt punctual payment when due, due (whether upon at the stated maturity, by required prepayment, by acceleration or otherwise) and performance by each of the Loan Parties of all Obligations (collectively, the “Guaranteed Obligations”), including all such Guaranteed Obligations which shall become due but for the operation of any and all of the Debtor Relief Laws. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension or renewal of the any Guaranteed Parties to the Guaranteed CreditorsObligation. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCredit Parties, on demand together with any and all expenses which that may be incurred by the Administrative Agent and the or any other Guaranteed Creditors Credit Party in demanding, enforcing, or collecting any of the Guaranteed Obligations to (including the extent reimbursable enforcement of any collateral for such Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon any Guaranteed Creditor Agent or any other Credit Party for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Obligations and any of the aforesaid payees Agent or any other Credit Party repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Loan Party, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Term Loans, and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedon demand, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Guarantor Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Holdings Guaranty Section 11 or other instrument evidencing any liability of the any Borrower, and Holdings shall shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Guaranteed PartiesParty), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order The Guarantors jointly and severally irrevocably and unconditionally guarantee (in the case of each Guarantor, other than with respect to induce the Administrative Agentsuch Guarantor’s own Guaranteed Obligations), the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all Secured Obligations of any of the Loan Parties now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Each Guarantor acknowledges that it is an Affiliate of the Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the Guaranteed Parties to the Guaranteed Creditors. If bankruptcy, insolvency, receivership, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, winding-up, examinership, suspension of payments, a moratorium of any indebtedness, dissolution, administration or all arrangement of any Guarantee Party (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Parties Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of each Guarantor and the Agent that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Guaranteed Obligations. In the event that all or any portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the Guaranteed Creditors becomes due and payable hereunderother provisions of this Section 1, Holdings, unconditionally and irrevocably, promises upon the failure of any Guarantee Party to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations when and as the same shall become due, each Guarantor will promptly pay, or cause to be paid, in cash, to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor Agent for repayment or recovery of any amount or amounts received in payment or on account of any the ratable benefit of the Guaranteed Obligations and any Secured Parties, an aggregate amount equal to the aggregate of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the unpaid Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

Guaranty. In order to induce the Administrative Agent(a) The Guarantors jointly and severally, the Collateral Agent irrevocably and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loansunconditionally guaranty, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Related Credit Arrangements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced for its benefit, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of either Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve either Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by either Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon the failure of either Borrower to pay any and all of the Guaranteed Guarantied Obligations of when and as the Guaranteed Parties same shall become due, each Guarantor will upon demand pay, or cause to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderbe paid, Holdingsin cash, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the ratable benefit of the Administrative Agent and/or the other Guaranteed Creditors Secured Parties, an amount equal to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehave become due.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all of the Guaranteed Obligations of the Guaranteed Loan Parties to including all obligations of any Loan Party under Secured Hedge Agreements and Secured Cash Management Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Guaranteed Creditors. If any or all Credit Agreement, the Secured Hedge Agreements, the Secured Cash Management Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Guaranteed Obligations Loan Parties or from time to time renew them after they have been satisfied; provided that the “Guarantied Obligations” of each Guarantor (other than the Borrower) shall excluded any Excluded Swap Obligations. Each Guarantor acknowledges that a portion of the Guaranteed Parties Loans may be advanced to the Guaranteed Creditors becomes due and payable hereunderit, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent that Letters of Credit may be issued for the benefit of its business and that the Administrative Agent and/or Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other Guaranteed Creditors provisions of this Section 1, upon the failure of Borrower to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting pay any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Arranger and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct and indirect benefits to be received by Holdings the Guarantors from the proceeds of the Loans, Holdings each of the Guarantors hereby agrees with the Guaranteed Creditors Financing Parties as follows: Holdings each Guarantor hereby unconditionally unconditionally, absolutely and irrevocably irrevocably, jointly and severally, guarantees as primary obligor obligors and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingseach Guarantor, unconditionally unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedFinancing Parties, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Financing Parties in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor Financing Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties)Property, then and in such event Holdings each Guarantor agrees that any such judgment, decree, order, settlement decree or compromise order shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Guarantors shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For purposes of this Guaranty, each Guarantor expressly and irrevocably waives any order, excusion and division benefits they may have under any applicable jurisdiction.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings each Guarantor from the proceeds of the Loans, Holdings each Guarantor hereby agrees with the Guaranteed Creditors Lenders as follows: Holdings Each Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when duedue in cash, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, each Guarantor unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a continuing one and the Guaranteed Obligations shall be conclusively presumed to the extent reimbursable under Section 14.01have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees Guaranteed Creditors repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Guaranteed Creditor or any of its property or (ii) any settlement or compromise of any such claim effected by such payee Guaranteed Creditor with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings each Guarantor shall be and remain liable to the aforesaid payees Guaranteed Creditors hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and not merely as sureties, the Collateral Agent due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all obligations of Issuer in respect of notes, advances, borrowings, loans, debts, interest, fees, costs, expenses (including, without limitation, legal fees), indemnities and liabilities of whatsoever nature, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Exchange Agreement, the Notes, this Guaranty and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition other Note Documents. Each Guarantor acknowledges that a portion of the direct benefits to be received by Holdings from the proceeds of the LoansNotes may be advanced to it and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, Holdings hereby agrees with voluntary or involuntary, involving the Guaranteed Creditors bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Issuer (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as follows: Holdings hereby unconditionally would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and irrevocably guarantees Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Issuer of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Issuer, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as primary obligor and not merely the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as surety the full and prompt payment when duea preference, whether upon maturity, acceleration fraudulent transfer or otherwise, of and any and all of the Guaranteed Obligations of the Guaranteed Parties such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the Guaranteed Creditors. If any or all other provisions of this Section 1, upon the Guaranteed Obligations failure of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Issuer to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any aggregate of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeunpaid Guarantied Obligations.

Guaranty. In order to induce the Administrative Agent(a) Guarantors jointly and severally irrevocably and unconditionally guaranty, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether upon at stated maturity, acceleration by acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Lender Swap Agreements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Guaranteed Obligations Loans may be advanced to it, that Letters of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent Credit may be issued for the benefit of its business and that the Administrative Agent and/or Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other Guaranteed Creditors provisions of this Section 1, upon the failure of Company to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting pay any of the Guaranteed Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received be paid, in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgmentcash, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder Guarantied Party for the ratable benefit of Beneficiaries, an amount so repaid or recovered equal to the same extent as if such amount had never originally been received by any such payeeamounts that have become due.

Guaranty. (a) In order to induce the Administrative Agentconsideration of good and valuable consideration, the Collateral Agent receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors hereby irrevocably and unconditionally guarantees (the "Guaranty"), jointly and severally, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company under this Indenture or the Securities, that: (w) the principal and premium (if any) of and interest on the Securities will be paid in full when due, whether at the Maturity Date or Interest Payment Date, by acceleration, call for redemption, upon a Change of Control Offer, Offer to Purchase, or otherwise; (x) all other obligations of the Company to the Holders or the Trustee under this Indenture or the Securities will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Lenders to enter into this Agreement Securities; and to extend credit hereunder and (y) in recognition case of any extension of time of payment or renewal of any Securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the direct benefits extension or renewal, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Offer to Purchase or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Subsidiary Guarantor shall be received by Holdings from jointly and severally obligated to pay the proceeds same before failure so to pay becomes an Event of Default. If the Company or a Subsidiary Guarantor defaults in the payment of the Loansprincipal of, Holdings hereby agrees with premium, if any, or interest on, the Guaranteed Creditors Securities when and as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when same shall become due, whether upon maturity, acceleration acceleration, call for redemption, upon a Change of Control Offer, Offer to Purchase or otherwise, without the necessity of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred action by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Trustee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties)Holder, then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise each Subsidiary Guarantor shall be binding upon Holdingsrequired, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerjointly and severally, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if promptly make such amount had never originally been received by any such payeepayment in full.

Guaranty. In order to induce the Administrative AgentGuarantor, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety a surety, hereby absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and prompt payment when dueof all amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the Limited Liability Company Agreement, including, without limitation, all obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the Limited Liability Company Agreement, (ii) the full and punctual performance and observance of all the terms, covenants and conditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether upon maturityin respect of any Land Option, acceleration Archstone Real Estate Asset, Office Lease or otherwise, and (iii) the full and prompt payment of all damages, costs and expenses which shall at any and all time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of or under the Guaranteed Obligations of the Guaranteed Parties Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderLimited Liability Company Agreement, Holdingsincluding, unconditionally and irrevocablywithout limitation, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any representations or warranties made by Guarantor-Affiliated Member thereunder. Guarantor further agrees to pay all Enforcement Costs (as hereinafter defined), in addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, (x) Guarantor shall have all of the Guaranteed Obligations same rights, remedies and any defenses as Guarantor-Affiliated Member, including, without limitation, the right to exercise the dispute resolution procedures under and in accordance with the terms of the aforesaid payees repays all or part Limited Liability Company Agreement, and (y) other than the payment of said amount by reason of (i) any judgmentEnforcement Costs, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise Guarantor shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or with respect to any assumption agreement or instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received delivered by any such payeeit pursuant thereto.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Hedging Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the LoansLoans and the entering into of such Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order For value received and in consideration of any loan, advance, letter of credit or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to induce any one or more of Borrowers (as defined below) by any or all of the Administrative Secured Creditors (as defined below), pursuant to the Credit Agreement dated as of the Effective Date (the “Credit Agreement”), by and among Borrowers, the Lenders party thereto, Fifth Third Bank, an Ohio banking corporation, in its capacity as Agent for the LC Issuer and the Lenders (in such capacity, “Agent”) and as LC Issuer thereunder (Agent, the Collateral Agent LC Issuer and the Lenders are, collectively, the “Secured Creditors” and each, individually, a “Secured Creditor”), each Guarantor hereby absolutely, irrevocably, unconditionally, and jointly and severally guarantees to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety each Secured Creditor the full and prompt payment and performance when duedue of (i) the principal of, whether upon maturityall interest on, acceleration or otherwiseand all fees in respect of, all of the Loans, (ii) the Letter of Credit Obligations and all fees in respect thereof, and (iii) any and all other Obligations, whether all or any portion of such Loans, Letter of Credit Obligations, and other Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the payment of money, and whether arising by reason of an extension of credit, opening of a letter of credit, loan or guarantee or in any other manner (all of the indebtedness, liabilities and obligations described in the foregoing clauses (i), (ii) and (iii) of this Section 1.1 which are outstanding from time to time are, collectively, the “Guaranteed Obligations”). Each Guarantor hereby absolutely, irrevocably, unconditionally, and jointly and severally guarantees to each Secured Creditor the full and prompt payment and performance of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting when any of the Guaranteed Obligations are due under the terms of the Credit Agreement or the other Loan Documents, including upon the occurrence and during the continuance of an Event of Default beyond any applicable grace period (and which has not been waived in writing by, or cured to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment written satisfaction of, Agent in accordance with the Credit Agreement), by reason of the maturity or recovery of any amount or amounts received in payment or on account acceleration of any of the Guaranteed Obligations and any Obligations, on the demand for cash collateral for the Letter of Credit Obligations, on the aforesaid payees repays all or part occurrence of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including a default under the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation terms of this Holdings Guaranty Guaranty, or other instrument evidencing any liability of the Borrowerotherwise, and Holdings shall be and remain liable to at any times after the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeedate when due.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings the Parent from the proceeds of the LoansLoans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings the Parent hereby agrees with the Guaranteed Creditors as follows: Holdings The Parent hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdingsthe Parent, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings event, the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, the Parent notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order Subject to induce this Article 11, each of the Administrative AgentGuarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Collateral Agent and Notes or the Lenders to enter into this Agreement and to extend credit hereunder and in recognition obligations of the direct benefits to Company hereunder or thereunder, that: (a) the principal of and interest on the Notes will be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the promptly paid in full and prompt payment when due, whether upon at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations of obligations contained in the Guaranteed Parties to the Guaranteed CreditorsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Parties to obligations guaranteed hereby, and (y) in the Guaranteed Creditors becomes event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to by the Administrative Agent Guarantors for the benefit purpose of this Guaranty. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Administrative Agent and/or Holders under the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuaranty.

Guaranty. In order to induce the Administrative Facility Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings the Parent from the proceeds continuation and conversion of the LoansLoans and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings the Parent hereby agrees with the Guaranteed Creditors as follows: Holdings The Parent hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, the Parent unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Facility Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Facility Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings event, the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Parent, notwithstanding any revocation of this Holdings Parent Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Parent shall both be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder For value received and in recognition consideration of the direct benefits any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to be received by Holdings from the proceeds of the LoansTWINLAB CORPORATION, Holdings a Delaware corporation (“Borrower”), Guarantor hereby agrees with the Guaranteed Creditors as followsabsolutely, irrevocably and unconditionally guarantees to Lender: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety (i) the full and prompt payment when duedue of the principal of, whether upon maturityall interest on, acceleration or otherwiseand all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance of any and all other Obligations, whether all or any portion of such Loans, Letter of Credit Obligations and other Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the payment of money, and whether arising by reason of an extension of credit, opening of a letter of credit, loan, guarantee, Rate Management Obligation or in any other manner (all of the indebtedness, liabilities and obligations described in the foregoing clauses (i) and (ii) of this Section 1.1 which are outstanding from time to time are collectively referred to as the “Guaranteed Obligations”). Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt payment and performance of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting when any of the Guaranteed Obligations to are due, including, without limitation, on the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment occurrence of an Event of Default, by reason of the maturity or recovery of any amount or amounts received in payment or on account acceleration of any of the Guaranteed Obligations, on the occurrence of a default under the terms of this Guaranty, or otherwise, and at any times after the date when due. Notwithstanding anything to the contrary contained in this Guaranty or any other Loan Document to which any Guarantor is a party: (a) the definition of “Guaranteed Obligations” set forth in this Guaranty shall exclude Excluded Swap Obligations and any in respect of Guarantor; (b) in no event shall the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order proceeds of any court or administrative body having jurisdiction over such payee or Loan Collateral provided by Guarantor be applied by Lender to any Excluded Swap Obligations in respect of its property or Guarantor; and (iic) without limiting any settlement or compromise of provision set forth in any such claim effected by such payee with any such claimant (including the Guaranteed Parties)Loan Document, then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered fullest extent permitted by law, Guarantor hereby waives any and all rights to the same extent as if such amount had never originally been received require marshalling of assets by any such payeeLender.

Guaranty. In order Subject to induce this Article X, each of the Administrative AgentGuarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Collateral Agent Notes or the obligations of ESH REIT hereunder or thereunder, that: (a) the principal (and any premium) of and interest on the Lenders to enter into this Agreement and to extend credit hereunder and Notes shall be promptly paid in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of ESH REIT to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against ESH REIT, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of ESH REIT, any right to require a proceeding first against ESH REIT, protest, notice and all demands whatsoever and covenant that this Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations of obligations contained in the Guaranteed Parties to the Guaranteed CreditorsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to ESH REIT, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either ESH REIT or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Parties to obligations guaranteed hereby and (y) in the Guaranteed Creditors becomes event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to by the Administrative Agent Guarantors for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation purpose of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuaranty.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Bank and the Lenders Banks to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, Holdings unconditionally and irrevocably, irrevocably promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, and the entering into of such Interest Rate Protection Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Each Loan Guarantor and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition any of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings its successors or assigns (other than those that have delivered a separate Loan Guaranty) hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally that it is jointly and irrevocably guarantees severally liable for, and, as primary obligor and not merely as surety surety, absolutely and unconditionally guarantees, to the full extent permissible under the laws of the country in which such Loan Guarantor is located or organized, to the Lenders and the Agents (collectively, the “Guaranteed Parties”) the prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Agents and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any and all domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsObligations. If any payment by a Loan Guarantor or all any discharge given by a Guaranteed Party (whether in respect of the obligations of any Loan Guarantor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Obligations Party shall be entitled to recover the value or amount of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X, would reduce, release or prejudice any of its obligations under this Article X (without limitation and whether or not known to it or any Guaranteed Party) including: (a) any time, waiver or consent granted to, or composition with, any Loan Guarantor or other person; (b) the release of any other Loan Guarantor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document or any other document or security; or (g) any insolvency, bankruptcy, winding-up, liquidation, reorganization or other similar proceedings. Without prejudice to the generality of the Guaranteed Parties above, each Loan Guarantor expressly confirms, as permissible under applicable law, that it intends that this guarantee shall extend from time to the Guaranteed Creditors becomes due and payable hereundertime to any (however fundamental) variation, Holdingsincrease, unconditionally and irrevocably, promises extension or addition of or to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Loan Documents and/or any amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new Borrower; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Obligations Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor under this Article X. This waiver applies irrespective of any law or any provision of a Loan Document to the contrary. This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Guaranteed Party. This guarantee does not apply to any liability to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery that it would result in this guarantee constituting unlawful financial assistance within the meaning of any amount or amounts received in payment or on account of any equivalent and applicable provisions under the laws of the Guaranteed Obligations and any jurisdiction of incorporation of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeerelevant Loan Guarantor.

Guaranty. In order to induce the Administrative Agents, the Collateral Agent, the Collateral Agent Issuing Banks and the Lenders Banks to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection or Other Hedging Agreements, and in recognition of the direct benefits to be received by Holdings the Parent from the proceeds of the Loans, Holdings the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, the Parent hereby agrees with the Guaranteed Creditors as follows: Holdings the Parent hereby unconditionally and irrevocably guarantees guaranties as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, the Parent unconditionally and irrevocably, irrevocably promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent Agents and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent Agents and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings the Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Parent, notwithstanding any revocation of this Holdings Parent Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative AgentThe Facility Guarantor hereby absolutely and unconditionally guarantees, the Collateral Agent as a guaranty of payment and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor performance and not merely as surety the full and a guaranty of collection, prompt payment when due, whether upon at stated maturity, acceleration by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Guaranteed Obligations Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Guaranteed Parties Borrowers to the Guaranteed CreditorsLender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). If The Company (in such role, the “Designated Borrowers’ Guarantor”; “Guarantors” collectively means the Facility Guarantor and the Designated Borrowers’ Guarantor and each is a “Guarantor”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, the “Designated Borrowers’ Obligations”, which are part of and not in addition to the “Obligations” and each reference to “Obligations” in this Article X shall refer to all Obligations in respect of the Facility Guarantor and the Designated Borrowers’ Obligations in respect of the Designated Borrowers’ Guarantor). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the applicable Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of either Guarantor under this Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeforegoing.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition Each of the direct benefits to be received by Holdings from the proceeds of the LoansSubsidiary Guarantors hereby, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby jointly and severally, unconditionally and irrevocably guarantees as primary obligor to each Holder and not merely as surety to the full Trustee, and prompt their respective successors and assigns, the due and punctual payment of principal of and, within applicable grace periods, interest on the Securities when due, whether upon maturityat Stated Maturity, by acceleration or otherwise, of any and all other monetary obligations of the Guaranteed Issuer under this Indenture and the Securities and the due and punctual performance within applicable grace period of all Obligations of the Guaranteed Parties Issuer under this Indenture and the Securities (each, a "Guaranty"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor, and that such Subsidiary Guarantor will remain bound by this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentment to, demand of payment from and protest to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account Issuer of any of the Guaranteed Obligations, and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The Obligations and of the Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the aforesaid payees repays all terms or part provisions of said amount this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations or (f) (except as provided in Section 11.3) any change in the ownership of any Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Guaranty herein constitutes a guaranty of payment when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The Obligations of the Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Obligations of the Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would otherwise act as a discharge of any Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Obligation when and as the same shall become due, whether at the stated maturity thereof, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) any judgmentthe unpaid principal amount of such Obligations, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) accrued and unpaid interest on such Obligations (but not to exceed the maximum rate permitted by applicable law) and (iii) all other monetary Obligations of the Issuer to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any settlement or compromise right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 4 for the purposes of such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon HoldingsSubsidiary Guarantor's Guaranty herein, notwithstanding any revocation stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guarantied hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 4, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for purposes of this Holdings Guaranty Section. Each Subsidiary Guarantor also agrees, jointly and severally, with the other Subsidiary Guarantors, to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Holder in enforcing any such payeerights under this Section.

Guaranty. In order Subject to induce Section 23 below, each Guarantor hereby jointly and severally, irrevocably and unconditionally, guarantees the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment when due, in lawful money of the United States of America or in another currency as provided for in Section 10.18 of the Credit Agreement (the “Obligation Currency”), whether upon at stated maturity, by acceleration or otherwise, of any the Revolving Loans, L/C Obligations, and all of other Obligations (including, without limitation, all additional Obligations that may be owing following any increases in the Guaranteed Obligations of the Guaranteed Parties Revolving Credit Commitments Amount pursuant to the Guaranteed Creditors. If any or all of Credit Agreement) owing by the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunderLenders, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the Issuing Banks, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, increases, modifications and refinancings thereof, whether now or hereafter owing, and whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders, the Issuing Banks or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Creditors Obligations”), including without limitation, all interest which, but for the filing of a petition in collecting bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by each Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (other than any Excluded Taxes), the full amount, in the Obligation Currency, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for taxes already included in the Guaranteed Obligations). Each Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations to without proceeding against the extent reimbursable Borrower, against any security for the Guaranteed Obligations, against any other Guarantor or under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of other guaranty covering any amount or amounts received in payment or on account of any portion of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the LoansRevolving Credit Loans and the issuance of the Letters of Credit, Holdings hereby agrees with and by virtue of the Guaranteed Creditors as follows: Holdings financial accommodations to be made to any Borrower, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors constituting Guarantied Obligations becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedany Secured Party, on demand together with any and all expenses which (including Lender expenses permitted under the Credit Agreement) that may be incurred by the Administrative Agent and the other Guaranteed Creditors any Secured Party in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon any Guaranteed Creditor Secured Party for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Guarantied Obligations and any of the aforesaid payees Secured Party repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Grantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. (a) In order to induce the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guaranteed Guarantee Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the applicable Administrative Agent and/or the other applicable Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent Agents and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Guarantor Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Holdings Guaranty Section 12 or other instrument evidencing any liability of the any Borrower, and Holdings shall shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings The Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment when dueupon demand by the Bank, whether upon at stated maturity, by acceleration or otherwise, of all obligations of the Borrower now or hereafter existing under the Credit Agreement, the Revolving Note, any Interest Rate Hedge Agreement between the Borrower and the Bank (or any Affiliate of the Bank), the Letter of Credit, the LC Agreement and each other Loan Document, whether for principal, interest, fees, expenses or otherwise (such obligations being hereinafter collectively referred to as the "Guaranteed Obligations"), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by the Bank in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower under the Credit Agreement, the Revolving Note and any such Interest Rate Hedge Agreement but for the fact that they are unenforceable or not allowable, including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Guaranteed Parties Loans, and interest accruing at the then-applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Guaranteed CreditorsBorrower or any of its Subsidiaries, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding. If any or all of The Guarantor hereby agrees that if the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises Borrower shall fail to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedin full when due (whether at stated maturity, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting acceleration or otherwise) any of the Guaranteed Obligations to Obligations, the extent reimbursable under Section 14.01. If claim is ever made Guarantor will promptly pay the same, upon any Guaranteed Creditor for repayment demand or recovery other notice, and that in the case of any amount or amounts received in extension of time of payment or on account renewal of any of the Guaranteed Obligations Obligations, the same will be promptly paid in full upon demand (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The Guarantor agrees that, as between the Guarantor and any the Bank, the obligations of the aforesaid payees repays all or part Borrower under the Credit Agreement and the other Loan Documents may be declared to be forthwith due and payable as provided in Section 9.1 of said amount by reason of the Credit Agreement (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, deemed to have become automatically due and payable in the circumstances provided in said Section) for purposes of this Section notwithstanding any revocation of this Holdings Guaranty stay, injunction or other instrument evidencing any liability of prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower, and Holdings that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations shall be forthwith become due and remain liable to payable by the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuarantor.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings Parent from the proceeds of the Loans, Holdings Parent hereby agrees with the Guaranteed Creditors as follows: Holdings Parent hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, HoldingsParent, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower), then and in such event Holdings Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon HoldingsParent, notwithstanding any revocation of this Holdings Parent Guaranty or other instrument evidencing any liability of the any Borrower, and Holdings Parent shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.. 110

Guaranty. In order to induce the Administrative Agent, the Documentation Agent, the Collateral Agent Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by Holdings each of the Parent Guarantors from the proceeds of the Loans, Holdings the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements, each of the Parent Guarantors hereby agrees with the Guaranteed Creditors as follows: Holdings Each Parent Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdingseach of the Parent Guarantors, jointly and severally, unconditionally and irrevocably, irrevocably promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings each of the Parent Guarantors agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingseach of the Parent Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings each of the Parent Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative AgentEach Subsidiary Guarantor with all other Subsidiary GuarantorS, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loanshereby absolutely, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as surety a surety, to each Holder and its successors and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by acceleration or otherwise, of the principal of and Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Intercreditor Agreement and the Note Purchase Agreement whether for principal, Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Note Purchase Agreement to the contrary, the maximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Parties Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Guaranteed Creditors. If any or all Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay or cause such Guaranteed Obligations to be performed or complied with, (in the Administrative Agent for the benefit case of the Administrative Agent and/or the other payment of Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand Obligations) together with any interest (in the amounts and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable required under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of such Notes) on any amount or amounts received in payment or on account of any of the Guaranteed Obligations due and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeowing.

Guaranty. In order to induce the Administrative AgentEach Borrower and each Guarantor, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loansother than Subsidiaries that are Excluded Subsidiaries, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby severally, unconditionally and irrevocably guarantees as primary obligor (the undertaking by each Borrower and not merely as surety each Guarantor under this Article VIII being the full and prompt “Guaranty”) the punctual payment when due, whether upon maturityat scheduled maturity or at a date fixed for prepayment or by acceleration, acceleration demand or otherwise, of any and all of the Guaranteed Cash Management Obligations of the Guaranteed Loan Parties to and the Guaranteed Creditors. If other Restricted Subsidiaries of the Borrower, all Obligations under Secured Hedge Agreements but excluding all Excluded Swap Obligations, and all other Obligations of each of the other Loan Parties and each Specified Hedge Agreement Subsidiaries now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”); provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the Guaranteed Parties foregoing Section 8.01; and provided, further, that notwithstanding anything herein to the Guaranteed Creditors becomes due contrary, (a) any Borrower that is a Foreign Subsidiary shall not guarantee the Obligations of Xxxx or any other Loan Party other than the Obligations of any other Borrower that is a Foreign Subsidiary, (b) any Borrower that is a Foreign Subsidiary shall guarantee the Obligations of any other Borrower that is a Foreign Subsidiary only to the extent such guarantee could not reasonably be expected to result in a material adverse tax consequence to Xxxx or one of its Subsidiaries (as determined in good faith by Xxxx), (c) any Guarantees by Foreign Subsidiaries shall be subject to any applicable general mandatory statutory limitations, fraudulent preference, “thin capitalization” rules, exchange control restrictions, corporate benefit, financial assistance and payable hereunder, Holdings, unconditionally and irrevocably, promises customary guarantee limitation language to pay such Guaranteed Obligations to be agreed by the Administrative Agent for the benefit and Xxxx in respect of the Administrative Agent and/or relevant jurisdiction and (d) any Guarantees by domestic Loan Parties of the other Guaranteed Creditors Obligations of any Borrower that is a Foreign Subsidiary shall only be required to which the extent such Guaranteed Obligations are owedguarantee could not reasonably be expected to result in a material adverse tax consequence to Xxxx or one of its Subsidiaries (as determined in good faith by Xxxx), on demand together with and agrees to pay any and all expenses which may be (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent and the other Guaranteed Creditors in collecting or any of the Guaranteed Obligations other Secured Parties solely in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Borrower’s and each Guarantor’s respective liability shall extend to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or all amounts received in payment or on account of any that constitute part of the Guaranteed Obligations and would be owed by any of the aforesaid payees repays all other Loan Parties or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Specified Hedge Agreement Subsidiary to the Administrative Agent or any of its property the other Secured Parties under or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability respect of the Borrower, and Holdings shall be and remain liable Loan Documents but for the fact that they are unenforceable or not allowable due to the aforesaid payees hereunder for the amount so repaid existence of a bankruptcy, reorganization or recovered to the same extent as if similar proceeding involving such amount had never originally been received by any such payeeother Loan Party.

Guaranty. In order Subject to induce this Article X, each of the Administrative AgentGuarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee (acting in any capacity hereunder) and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Collateral Agent and Notes or the Lenders to enter into this Agreement and to extend credit hereunder and in recognition obligations of the direct benefits to Issuers hereunder or thereunder, that: (a) the principal (and any premium) of and interest on the Notes shall be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the promptly paid in full and prompt payment when due, whether upon at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee (acting in any capacity hereunder) hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06 hereof, each Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Guaranty shall not be discharged except by complete performance of the Guaranteed Obligations of obligations contained in the Guaranteed Parties to the Guaranteed CreditorsNotes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Parties to obligations guaranteed hereby and (y) in the Guaranteed Creditors becomes event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to by the Administrative Agent Guarantors for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation purpose of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuaranty.

Guaranty. In order to induce the Administrative AgentEach Subsidiary Guarantor with all other Subsidiary Guarantors, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loanshereby absolutely, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as surety a surety, to each Holder and its successors and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by acceleration or otherwise, of the principal of and Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to any Obligor) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Obligors now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to any Obligor under any chapter of the Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Note Purchase Agreement to the contrary, the maximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Obligors) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Obligors or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against any Obligor, if for any reason whatsoever any Obligor shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Parties Obligations) pay such amounts as and when the same shall become due (subject to any applicable grace periods under the Note Purchase Agreement) and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Guaranteed Creditors. If any or all Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay or cause such Guaranteed Obligations to be performed or complied with, (in the Administrative Agent for the benefit case of the Administrative Agent and/or the other payment of Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand Obligations) together with any interest (in the amounts and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable required under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of such Notes) on any amount or amounts received in payment or on account of any of the Guaranteed Obligations due and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeowing.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent The Guarantors hereby jointly and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby severally unconditionally and irrevocably guarantees as primary obligor and not merely as surety guarantee the full and prompt payment when due, whether upon at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the benefit operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Guaranteed Creditors Loan Documents (whether at stated maturity, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations Borrower’s failure to pay the extent reimbursable under Section 14.01. If claim is ever made upon same, without any Guaranteed Creditor for repayment other demand or recovery notice whatsoever, including without limitation, any notice having been given to any Guarantor of any amount either the acceptance by the Guarantied Parties of this Guaranty or amounts received in payment the creation or on account incurrence of any of the Guaranteed Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the aforesaid payees repays Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or part otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of said such Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by reason such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) any judgmentapplicable requirements of Law, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) Section 10 hereof or (iii) any settlement other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or compromise Affiliates of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation Borrower of obligations arising under this Holdings Guaranty or other instrument evidencing any liability guaranties of the BorrowerGuarantied Obligations by such parties, and Holdings shall be and remain liable held or determined to be void, invalid or unenforceable, or subordinated to the aforesaid payees hereunder for claims of any other creditors, on account of the amount so repaid of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the Administrative Agent or recovered any other Person, be automatically limited and reduced to the same extent highest amount that is valid and enforceable and not subordinated to the claims of other creditors as if determined in such amount had never originally been received by any such payeeaction or proceeding.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings each Parent Guarantor from the proceeds of the Loans, Holdings each Parent Guarantor hereby agrees with the Guaranteed Creditors Lenders as follows: Holdings each Parent Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, each Parent Guarantor unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations Obligations. This Parent Guaranty is a continuing one and all liabilities to which it applies or may apply under the extent reimbursable under Section 14.01terms hereof shall be conclusively presumed to have been created in a reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingssuch Parent Guarantor, notwithstanding any revocation of this Holdings Parent Guaranty or any other instrument evidencing any liability of the BorrowerBorrower or any of its Subsidiaries, and Holdings each Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to To induce the Administrative Agent, the Collateral Agent and the Lenders Lessor to enter into this Agreement the within Agreement, the undersigned (jointly and severally, if more than one) unconditionally guarantees to extend credit hereunder and in recognition of Lessor the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when duedue of all Lessee's obligations to Lessor under the Agreement including without limitation every rental installment, whether upon maturitythe accelerated balance of rents, acceleration administrative charges, collection charges and interest. Lessor shall not be required to proceed against Lessee or otherwiseEquipment or to enforce any of its other remedies before proceeding against the undersigned. The undersigned agrees to pay all reasonable attorney's fees, court costs and other expenses incurred by Lessor by reason of any default by Lxxxxx. The undersigned waives notice of acceptance hereof and all the other notices or demands of any kind to which the undersigned may be entitled except demand for payment. The undersigned consents to any extensions of time or modification of amount of payment granted to Lessee and the release and/or compromise of any obligations of Lessee or any other obligors and/or guarantors without in any way releasing the undersigned's obligations hereunder. This is a continuing Guaranty and shall not be discharged or affected by your administrators, representatives, successors and assigns. Guarantor waives any right of subrogation, indemnity, reimbursement and contribution by Lxxxxx. This Guaranty shall continue to be effective or reinstated, as applicable. If at any time payment of any part of the Guaranteed Obligations obligations under the Agreement is rescinded or otherwise required to be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee or upon the Guaranteed Parties appointment of a receiver, trustee or similar officer for Lessee or its assets, all as though such payment to Lessor had not been made, regardless of whether Lxxxxx contested the Guaranteed Creditorsorder requiring the return of such payment. If any This Guaranty may be enforced by or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of any assignee or successor of Lxxxxx. Nothing shall discharge or satisfy the Administrative Agent and/or undersigned's liability except the other Guaranteed Creditors full performance and payment of all the Lessee's obligations to which such Guaranteed Obligations are owedLessor, on demand together with any interest. THE UNDERSIGNED CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY WITH RESPECT TO ANY ACTION ARISING OUT OF ANY LEASE GUARANTY SETTLEMENT AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH LESSOR. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST THE LESSEE AND/OR GUARANTORS MAY BE FILED IN NEW JERSEY AND THAT LESSEE AND/OR ANY OTHER GUARANTORS MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. Lessee and all expenses which may Guarantors agree that service of process by certified mail, return receipt requested, shall be incurred deemed the equivalent of personal service in such action. Any legal action concerning this Agreement shall be governed by and construed according to the Administrative Agent and the other Guaranteed Creditors in collecting any laws of the Guaranteed Obligations to the extent reimbursable under Section 14.01State of New Jersey. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.INDIVIDUALLY X _______________________________________ X _________________________________ WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE ________________________________________ _________________________________ PRINT NAME PRINT NAME INDIVIDUALLY X _______________________________________ X _________________________________ WITNESS SIGNATURE DATE GUARANTOR SIGNATURE DATE _______________________________________ _________________________________ PRINT NAME PRINT NAME LEASE ORIGINAL TERMS AND CONDITIONS

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees with the Guaranteed Creditors that it is jointly and severally liable for, and, as follows: Holdings hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety surety, absolutely, unconditionally and irrevocably guarantees to the full and Secured Parties, the prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any the Secured Obligations and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any reasonable and documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees and expenses paid or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent Agent, the Issuing Banks and the Lenders (limited, in the case of attorneys’ and paralegals’ fees and expenses to one counsel for all Secured Parties (and, if reasonably necessary, a single local counsel for all Secured Parties taken as a whole in each relevant jurisdiction) and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and, if reasonably necessary, (x) one firm of local counsel in each relevant jurisdiction and (y) any special regulatory counsel) to each group of affected Secured Parties similarly situated taken as a whole and any other counsel retained with the Borrower’s consent, such consent not to be unreasonably withheld or delayed) in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, the Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Creditors Obligations”; provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in collecting whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders Payee to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the LoansAgreement, Holdings hereby agrees with the Guaranteed Creditors Parties as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Payer to the Guaranteed CreditorsParties. If any or all of the Guaranteed Obligations of the Guaranteed Parties Payer to the Guaranteed Creditors Parties becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent Payee and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedParties, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent Payee and the other Guaranteed Creditors Parties in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesPayer), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the BorrowerPayer, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Cash Management Agreements, Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the LoansLoans and the entering into of such Cash Management Agreements, Interest Rate Protection Agreements and Other Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties owed to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties owed to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations the amounts so due and payable to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or upon order, on demand written demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01hereunder. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.. 164 Table of Contents

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Cash Management Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of 153 the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order Guarantor hereby irrevocably and unconditionally guarantees to induce the Administrative AgentLessor and its successors and assigns (individually a “Beneficiary” and collectively the “Beneficiaries”), the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, and at all times thereafter, and the full and prompt performance of, all of the Liabilities (as hereinafter defined), including interest on any such Liabilities, whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor or any other Person, and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by any Beneficiary in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Guaranty. The term “Liabilities”, as used herein, shall mean all of the following (without duplication), in each case howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, or now or hereafter existing, or due or to become due and all amounts now or hereafter payable by the Lessee under the Lease and the other Operative Documents (whether or not the Lessee shall be relieved or released from any or all liability or obligations under any of the Operative Documents, except on account of the full and indefeasible payment of all the Liabilities and full and strict compliance by Guarantor with its obligations hereunder), plus all costs incurred in enforcing this Guaranty. In any action or proceeding involving any state corporate law, or any state or federal or any other bankruptcy, insolvency, reorganization or any other law affecting the rights of creditors generally, if the obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding. This Guaranty shall in all respects constitute an absolute and unconditional guaranty of payment and performance (and not of collection), and shall remain in full force and effect until the full and indefeasible payment and performance of all of the Liabilities and all of the Guaranteed Obligations Guarantor’s obligations hereunder (notwithstanding, without limitation, the dissolution of Guarantor). The liability of Guarantor hereunder may be enforced without the Beneficiaries being required to resort to any other right, remedy or security. The obligations of Guarantor are independent of any obligations under any of the Guaranteed Parties Operative Documents. Each and every default under any of the Operative Documents shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the Guaranteed Creditorscase may be, hereunder as each such default occurs. If The Lessor, on behalf of itself and the Beneficiaries, and the Beneficiaries each may, from time to time at its discretion and without notice to Guarantor, take any or all of the Guaranteed Obligations of the Guaranteed Parties following actions: (a) retain or obtain a lien upon or a security interest in any property to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting secure any of the Guaranteed Obligations to Liabilities or any obligation hereunder; (b) retain or obtain the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment primary or recovery secondary obligation of any amount obligor or amounts received obligors, in addition to Guarantor, with respect to any of the Liabilities; (c) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities; (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) resort to Guarantor for payment or on account of any of the Guaranteed Obligations and Liabilities, regardless of whether the Lessor or any other Person shall have resorted to any other Person or to any property securing any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Liabilities or any of its property obligation hereunder or (ii) shall have proceeded against any settlement other obligor primarily or compromise of secondarily obligated with respect to any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable Liabilities (all of the actions referred to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received in this paragraph being hereby expressly waived by any such payeeGuarantor).

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition Each Guarantor with due observation of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings Section 2(b)(ii) hereby unconditionally and irrevocably guarantees as primary obligor to the Guaranteed Parties, and not merely as surety their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether upon at stated maturity, acceleration by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any advances, debts, obligations and liabilities, now existing or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and payable hereunderwhether recovery upon such indebtedness, Holdings, unconditionally liabilities and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which obligations may be incurred or hereafter become unenforceable or shall be an allowed or disallowed claim in any Insolvency Proceeding, and including interest that accrues after the commencement by the Administrative Agent and the other Guaranteed Creditors in collecting or against any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery Credit Party of any amount or amounts received in payment or on account of any of Insolvency Proceeding naming such Person as the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and debtor in such event Holdings agrees that any such judgmentInsolvency Proceeding. The foregoing indebtedness, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or liabilities and other instrument evidencing any liability obligations of the Borrower, and Holdings all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” Notwithstanding the foregoing, (i) Guaranteed Obligations with respect to any Guarantor shall exclude all Excluded Swap Obligations with respect to such Guarantor; and remain liable (ii) with respect to the aforesaid payees hereunder for grant of any Lien by such Guarantor under any Collateral Documents, the amount so repaid or recovered “Secured Obligations” thereunder shall exclude all Excluded Swap Obligations with respect to the same extent as if such amount had never originally been received by any such payeeGuarantor.

Guaranty. In order to induce The Guarantors hereby jointly and severally, irrevocably and unconditionally, guarantee the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment when due, whether upon at stated maturity, by acceleration or otherwise, of all Loans and all other Obligations owing by the Borrower and its Subsidiaries to the Lenders or the Administrative Agent or their respective Affiliates, or any of them, under the Term Loan Agreement, the Notes and the other Credit Documents, including, without limitation, all renewals, extensions, modifications and refinancings thereof and all Cash Management Obligations, now or hereafter owing, whether for principal, interest, fees, expenses Guaranty Agreement or otherwise, and any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred) and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and in enforcing any rights under this Guaranty (the other "Guaranteed Creditors Obligations"), including without limitation, all interest which, but for the filing of a petition in collecting bankruptcy with respect to the Borrower, would accrue on any principal portion of the Guaranteed Obligations Obligations. Any and all payments by the Guarantors hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (as such term is defined in the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or Term Loan Agreement, but excluding Taxes imposed on account of any overall net income of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered Party to the same extent as if such excluded pursuant to the Term Loan Agreement), the full amount had never originally been received by that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). The Guarantors acknowledge and agree that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, against any such payeesecurity for the Guaranteed Obligations, against any other Guarantor or under any other guaranty covering any portion of the Guaranteed Obligations.

Guaranty. In order to induce the Administrative AgentGuarantor hereby absolutely, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees guarantees, for the benefit of Guaranty Beneficiary, the due and punctual payment by the Lessees of (i) the Rental Payments due and payable under each Equipment Lease, (ii) any Termination Amount due and payable under any Equipment Lease, (iii) any other amounts due and payable under any Equipment Lease, and (iv) any amounts due and payable under any Sale Agreement, including, but not limited to, any Indemnified Amounts as primary obligor and not merely defined under each Sale Agreement (collectively, as surety limited, the full and prompt payment when due“Guaranteed Obligations”), whether upon maturityin each case, acceleration irrespective of: (a) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Sale Agreements, the Master Lease Agreement, the Equipment Leases, any other Transaction Document or any documents related hereto or thereto, (b) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Lessee or any other Sprint Party, (c) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Lessee under a Sale Agreement) or by any party to this Guaranty, the Equipment Leases, any other Transaction Document or any documents related hereto or thereto, (d) the existence of any claim, set-off, counterclaim or other right that Guarantor or any other Person may have against any Lessee or any other Person, (e) any impossibility or impracticability of performance, illegality, force majeure, act of Governmental Authority or other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, Guarantor, (f) any law affecting any term of any of the Guaranteed Obligations, the Equipment Leases or any other Transaction Document or any document related hereto or thereto or any rights of Guaranty Beneficiary or any other Person with respect thereto or otherwise, of (g) the failure by Guaranty Beneficiary or any other Person to take any steps to perfect and all maintain perfected its interest in any collateral security, (h) any failure to obtain any authorization or approval from, or other action by, or to make any notification to or filing with, any Governmental Authority required in connection with the performance of the Guaranteed Obligations or otherwise, or (i) any other act, event, omission or circumstance which, but for this Section 1, might operate to discharge, impair or otherwise affect any of such obligations of the Guarantor or any of such rights, powers or remedies of the Guaranty Beneficiaries or any of them. This Guaranty is a guaranty of payment and not merely of collection. Without limiting the generality of the foregoing, Guarantor agrees that if any Lessee shall fail in any manner whatsoever to pay any of its Guaranteed Obligations when the same shall be required to be paid under the Equipment Leases or any Sale Agreement, then Guarantor will itself pay within two Business Days following demand (unless the Guarantor is subject to an Insolvency Event, in which case, immediately without demand) by any of the Guaranty Beneficiary or any of the Senior Security Agent, Tranche A Security Agent, Tranche B Security Agent or Tranche C Security Agent, such Guaranteed Obligations. Guarantor hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that Guaranty Beneficiary exhaust any right to take any action against any Lessee or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any Lessee or any other Person), or with respect to any collateral at any time securing any of the Guaranteed Parties Obligations, and hereby consents to any and all extensions of time of the Guaranteed Creditors. If due performance of any or all of the Guaranteed Obligations Obligations. Guarantor hereby irrevocably waives, and agrees that it shall not exercise or assert, any right to reimbursement from any Lessee that it may acquire by way of subrogation or otherwise. Guarantor also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in connection with the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderObligations, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors whether in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment equity or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeat law.

Guaranty. In order TO: AEP Texas Central Company and its successors and assigns (collectively “Beneficiary”) FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and to induce the Administrative Agent, the Collateral Agent and the Lenders Beneficiary to enter into this a System Upgrade Agreement dated as of , as the same may be amended from time to time (the “Agreement”), with [Generator name], a , a corporation (“Debtor”), the undersigned (“Guarantor”), hereby irrevocably and to extend credit hereunder unconditionally guarantees the due punctual and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all obligations of the Debtor to the Beneficiary now or hereafter due pursuant to the Agreement or pursuant to Applicable Law (as defined in the Agreement) in connection with the activities of the parties under the Agreement (the “Guaranteed Obligations”). Upon any failure by the Debtor to pay any of the Guaranteed Obligations Obligations, the Guarantor agrees that it will forthwith on demand pay any amounts which the Debtor has failed to pay the Beneficiary, at the place and in the manner specified in the Agreement. This Guaranty is a guaranty of payment and not merely a guaranty of collection. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment of any of the Guaranteed Parties Obligations, whether or not the Beneficiary shall have resorted to the Guaranteed Creditors. If any collateral security, or all shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Guaranteed Obligations. Guarantor reserves the right to assert defenses which the Debtor may have to payment of any Guaranteed Obligations other than defenses based on lack of capacity, lack of authorization, lack of due execution, illegality, or limitations of actions, or arising from the bankruptcy, insolvency, or similar proceeding of the Guaranteed Parties to Debtor and other defenses expressly waived hereby. The Guarantor agrees that, in the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit event of the Administrative Agent and/or dissolution or bankruptcy of the other Guaranteed Creditors to which Debtor, if such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting event shall occur at a time when any of the Guaranteed Obligations to may not then be due and payable, the extent reimbursable under Section 14.01Guarantor will pay the Beneficiary forthwith the full amount which would be payable hereunder by the Guarantor if all such Guaranteed Obligations were then due and payable and in default. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any The obligations of the Guaranteed Obligations Guarantor hereunder shall be unconditional and any absolute and, without limiting the generality of the aforesaid payees repays all foregoing, shall not be released, discharged or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.otherwise affected by:

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition Each of the direct benefits to be received by Holdings from the proceeds of the LoansGuarantors hereby irrevocably and unconditionally guarantees, Holdings hereby agrees jointly and severally with the Guaranteed Creditors other Guarantors, as follows: Holdings hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety a surety, to each of the below-defined Holders of Guaranteed Obligations and its successors, transfers and assigns, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrowers pursuant to the Credit Agreement, (ii) any obligations of the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Company or its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents (including, without limitation, attorneys’ fees and expenses) and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Upon (x) the failure by the Company or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guaranteed Parties to Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the Guaranteed Creditorsplace and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. If any or all Each of the Guaranteed Obligations Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrowers, any other Subsidiary Guarantor or any other Affiliate of the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrowers, if for any reason whatsoever the Borrowers shall fail or be unable duly, punctually and fully to perform or pay any Guaranteed Parties to Obligation as and when the Guaranteed Creditors becomes same shall become due and payable hereunderor to perform or comply with any other Guaranteed Obligation, Holdingswhether or not such failure or inability shall constitute an Event of Default, unconditionally and irrevocably, promises each Guarantor will forthwith pay or cause to pay be paid such Guaranteed Obligations amounts to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, application on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations, in lawful money of the United States of America, at the place specified in the Credit Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, together with interest (in the amounts and to the extent reimbursable required under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Credit Agreement) on any amount or amounts received in payment or on account of any of the Guaranteed Obligations due and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeowing.

Guaranty. In order to induce The Company requests the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and Banks to extend credit hereunder or to permit credit to remain outstanding to the Eligible Subsidiaries under this Agreement and, in consideration thereof, the Company hereby absolutely and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Subsidiary Obligations incurred by Eligible Subsidiaries. Company waives notice of the acceptance of this Parent Guaranty and of the extension or continuation of the Subsidiary Obligations or any part thereof. Company further waives presentment, protest, notice, demand or action on delinquency in respect of the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, including any right to require the Banks to xxx the applicable Eligible Subsidiary or require the Banks to make demand upon the applicable Eligible Subsidiary for payment, any other guarantor or any other person obligated with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, or otherwise to enforce payment thereof against any collateral securing such Subsidiary Obligations or any part thereof and provided further that if at any time any payment of any and all portion of such Subsidiary Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Guaranteed Eligible Subsidiary or otherwise, Company's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The validity and enforceability of this Parent Guaranty shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Subsidiary Obligations of the Guaranteed Parties Eligible Subsidiaries or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Creditors. If Subsidiary Obligations of Eligible Subsidiaries or any part thereof or any agreement relating thereto, or any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof or any agreement relating thereto or with respect to any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, any other guaranties with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof, or any other obligation of any person or entity with respect to the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; (e) the enforceability or validity of the Subsidiary Obligations of Eligible Subsidiaries or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Subsidiary Obligations of Eligible Subsidiaries or any part thereof; or (f) the application of payments received from any source to the payment of indebtedness of the Company or an Eligible Subsidiary other than the Subsidiary Obligations of Eligible Subsidiaries, any part thereof or amounts which are not covered by this Parent Guaranty even though the Bank might lawfully have elected to apply such payments to any part or all of the Guaranteed Subsidiary Obligations of Eligible Subsidiaries or to amounts which are covered by this Guaranty, all whether or not the Guaranteed Parties Company shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (f) of this paragraph. It is agreed that Company's liability hereunder is several and independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Creditors becomes due Subsidiary Obligations or any part thereof and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit that Company's liability hereunder may be enforced regardless of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedexistence, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment validity, enforcement or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise non-enforcement of any such claim effected other guaranties or other obligations. Credit may be granted or continued under this Agreement from time to time by such payee with the Banks to the Eligible Subsidiaries without notice to or authorization from Company regardless of the Eligible Subsidiaries' financial or other condition at the time of any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement grant or compromise continuation. The Bank shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty have no obligation to disclose or other instrument evidencing any liability discuss with Company its assessment of the Borrowerfinancial condition of the Eligible Subsidiaries. Until the Subsidiary Obligations are paid in full, and Holdings the Company shall be and remain liable not exercise any right of subrogation with respect to payments made by the aforesaid payees hereunder for the amount so repaid or recovered Company pursuant to the same extent as if such amount had never originally been received by any such payeethis Parent Guaranty.

Guaranty. In order Each Guarantor hereby irrevocably and unconditionally guarantees to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as followsBank: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety (a) the full and prompt payment and performance when duedue of the Indebtedness, as hereinafter defined; and (b) the payment, compliance with and performance of all other obligations, covenants, representations and warranties of every kind, nature and description in accordance with all instruments and documents executed by FAAC in favor of the Bank, whether upon maturitynow owing or existing or heretofore or hereafter created or arising, acceleration regardless of whether such obligations, covenants, representations or otherwisewarranties are held to be unenforceable, void or of no effect against FAAC and including without limitation, those under any loan agreement and/or promissory note executed and delivered by FAAC to the Bank, and any extensions, modifications or renewals thereof. The term “Indebtedness” shall mean all principal, interest, reasonable attorneys’ fees, commitment fees, liabilities for out-of-pocket costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of all instruments and documents executed by FAAC in favor of the Guaranteed Obligations Bank, including, without limitation, the Mortgage Loan (as defined in the Credit Agreement), and all interest rate swap or hedge transactions, whether direct or indirect, absolute or contingent and whether now owing or existing or heretofore or hereafter created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to be unenforceable, void or of no effect against FAAC, and all costs, expenses and fees, including reasonable attorneys’ fees, arising in connection with the Guaranteed Parties to the Guaranteed Creditors. If collection or enforcement of any or all amounts, indebtedness, obligations and liabilities of FAAC to the Bank, as described above, regardless of whether FAAC is held to be liable for such amounts. “Indebtedness” includes without limitation, all principal and interest on the Loans and all reasonable attorneys’ fees, commitment fees, liabilities for out-of-pocket costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of the Guaranteed Obligations Credit Agreement and all other all instruments and documents executed by FAAC in favor of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any Bank in connection therewith and all expenses which may be incurred by instruments related to any Rate Management Obligations (as defined in the Administrative Agent Credit Agreement). Guarantor acknowledges and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement indebtedness of FAAC as evidenced by any promissory note may be extended or compromise shall be binding renewed upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability maturity at the sole discretion of the BorrowerBank and that the Indebtedness as defined herein, the payment of which is hereby guaranteed, shall include, without limitation, all indebtedness and Holdings shall other obligations as extended or renewed and as may be and remain liable evidenced by any renewal promissory note. Notwithstanding any provision to the aforesaid payees hereunder for contrary contained in this Guaranty, solely with respect to any Guarantor in its capacity as a Guarantor, Indebtedness guaranteed by such Guarantor shall exclude all Excluded Swap Obligations (as defined below) of such Guarantor. As used in this Guaranty, the amount so repaid or recovered to following terms shall have the same extent as if such amount had never originally been received by any such payee.following meanings:

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the LoansLoans and by virtue of the financial accommodations to be made to Borrowers, Holdings hereby agrees with each of the Guaranteed Creditors as follows: Holdings Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed Obligations constituting Guarantied Obligations become due and payable, each of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, HoldingsGuarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedLender Group, on demand together with any and all expenses which (including Lender Group Expenses) that may be incurred by Agent or any other member of the Administrative Agent and the other Guaranteed Creditors Lender Group in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon Agent or any Guaranteed Creditor other member of the Lender Group for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Guarantied Obligations and any of Agent or any other member of the aforesaid payees Lender Group repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement settlement, or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Grantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct benefits to be received by Holdings the Borrower from the proceeds of the Loans, Holdings each of Holdings, Trico Shipping and Intermediate Holdco hereby agrees with the Guaranteed Creditors as follows: Holdings Each of Holdings, Trico Shipping and Intermediate Holdco hereby and unconditionally and irrevocably guarantees to the Guaranteed Creditors, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, each of Holdings, Trico Shipping and Intermediate Holdco, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings event, each of Holdings, Trico Shipping and Intermediate Holdco agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, Trico Shipping or Intermediate Holdco, as the case may be, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings Holdings, Trico Shipping or Intermediate Holdco, as the case may be, shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and Other Hedging Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Other Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby and unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such the judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and in recognition of the direct benefits to be received by Holdings the Borrower from the proceeds of the Loans, Holdings the Guarantors hereby agrees agree with the Guaranteed Creditors as follows: Holdings the Guarantors hereby and unconditionally and irrevocably guarantees guarantee to the Guaranteed Creditors, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdingsthe Guarantors, unconditionally and irrevocably, promises promise to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, or order, on demand demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees the Guarantors agree that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order to induce the Administrative Agent, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements, Other Hedging Agreements and Treasury Services Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements, Other Hedging Agreements and Treasury Services Agreements, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Guaranteed Parties Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesBorrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order Each Domestic Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to induce the Administrative AgentLenders, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors. If any in-house counsel and paralegals) and expenses paid or all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent Agents, the Issuing Banks and the other Guaranteed Creditors Lenders in collecting endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Domestic Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Domestic Guaranteed Obligations”). Each Domestic Loan Guarantor further agrees that the Domestic Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. Each Canadian Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the extent reimbursable under Section 14.01Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Foreign Obligations (and not the Domestic Obligations) and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Agents, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Foreign Obligations from, or in prosecuting any action against, the Canadian Borrower, any Canadian Loan Guarantor, any European Loan Guarantor or any other guarantor of all or any part of the Foreign Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Canadian Guaranteed Obligations”). If claim Each Canadian Loan Guarantor further agrees that the Canadian Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. Each European Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is ever made jointly and severally liable for, and absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Foreign Obligations (and not the Domestic Obligations) and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Agents, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Foreign Obligations from, or in prosecuting any action against, the European Borrowers, any European Loan Guarantor, any Canadian Loan Guarantor or any other guarantor of all or any part of the Foreign Obligations (such costs and expenses, together with the Secured Obligations, collectively the “European Guaranteed Creditor for repayment Obligations”). Each European Loan Guarantor further agrees that the European Guaranteed Obligations may be extended or recovery renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any amount domestic or amounts received in payment foreign branch or on account Affiliate of any Lender that extended any portion of the Domestic Guaranteed Obligations, the Canadian Guaranteed Obligations or the European Guaranteed Obligations. Notwithstanding anything contained herein to the contrary, the definition of each of “Domestic Guaranteed Obligations”, “Canadian Guaranteed Obligations” and “European Guaranteed Obligations” shall not create any of the aforesaid payees repays all or part of said amount guarantee by reason any Loan Guarantor of (ior grant of security interest by any Loan Guarantor to support, as applicable) any judgment, decree or order Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed PartiesLoan Guarantor), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order Subject to induce the Administrative Agentprovisions of this Section 11.2, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the LoansGuarantor hereby fully, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, to Sellers and the full D&O Indemnitees the due and prompt punctual payment when due, whether upon maturity, acceleration or otherwise, of any and all payment and other monetary obligations of Buyer in accordance with the terms of this Agreement (the “Buyer Guaranteed Obligations of the Guaranteed Parties Obligations”) subject to the Guaranteed Creditorsterms and limitations hereunder and thereunder. If any or Guarantor hereby acknowledges that, with respect to all of the Buyer Guaranteed Obligations Obligations, this guaranty shall be a guaranty of payment and not of collection and shall not be conditioned or contingent upon the Guaranteed Parties pursuit of any remedies against Buyer. Except as expressly provided in this Section 11.2, Guarantor hereby waives (to the Guaranteed Creditors becomes due fullest extent permitted by applicable Law) promptness, diligence, presentment, demand of payment and payable hereunderperformance, Holdingsfiling of claims with a court in the event of a merger or bankruptcy of Buyer, unconditionally and irrevocablyany right to require a proceeding first against Buyer, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit of the Administrative Agent and/or the other Guaranteed Creditors to which such Guaranteed Obligations are oweddiscussion, on demand together with any protest or notice, all suretyship defenses, and all expenses which may demands whatsoever, and covenants that this guaranty will not be incurred discharged as to any Buyer Guaranteed Obligation except by satisfaction of such obligation in full. To the Administrative Agent and fullest extent permitted by Law, the other Guaranteed Creditors in collecting obligations of Guarantor hereunder shall not be affected by (a) any rescission, waiver, amendment or modification of, or any release from any of the Guaranteed Obligations terms or provisions of this Agreement or the invalidity or unenforceability (in whole or in part) of this Agreement, unless consented to in writing by Sellers and (b) any change in the extent reimbursable under Section 14.01. If claim is ever made upon existence (corporate or otherwise) of Buyer or Guarantor or any Guaranteed Creditor insolvency, bankruptcy, reorganization or similar proceeding affecting any of them or their assets; provided, that, notwithstanding the foregoing, (i) Guarantor shall have the full benefit of all defenses, counterclaims, reductions, diminutions or limitations available to Buyer pursuant to or arising from this Agreement, except for repayment those arising out of (A) any legal limitation, disability or recovery incapacity of Buyer, (B) any amount bankruptcy, insolvency, dissolution or amounts received in payment liquidation of Buyer, or on account (C) any unenforceability or invalidity of any of the Buyer Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) Guarantor shall have the full benefit of, and does not waive or relinquish its rights and remedies accorded under, applicable statutes of limitation and repose. In the event that any settlement payment to Sellers or compromise the D&O Indemnitees in respect of the Buyer Guaranteed Obligations is rescinded or must otherwise be returned for any reason whatsoever (other than in circumstances where Guarantor is not liable to make such claim effected by such payee with any such claimant (including the Guaranteed Partiespayment), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise Guarantor shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable hereunder with respect to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent Buyer Guaranteed Obligations as if such amount payment had never originally not been received by any rescinded or returned. Guarantor acknowledges that it will receive direct and indirect benefits from the consummation of the transactions contemplated hereby and that the waivers set forth in this Section 11.2 are knowingly made in contemplation of such payee.benefits. [The remainder of this page is intentionally left blank]

Guaranty. (a) In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by Holdings Guarantors from the proceeds of the Revolving Credit Loans, Holdings hereby agrees with Swingline Loans, the Guaranteed Creditors as follows: Holdings Incremental Term Loans and the issuance of the Letters of Credit and the entering into of the Secured Hedge Agreements and the Secured Cash Management Agreements, and by virtue of the financial accommodations to be made to the Borrowers, each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration acceleration, or otherwise, of any and all of the Guaranteed Obligations of the Guaranteed Parties to the Guaranteed CreditorsGuarantied Obligations. If any or all of the Guaranteed Guarantied Obligations of the Guaranteed Parties to the Guaranteed Creditors becomes due and payable hereunderpayable, Holdingseach of the Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent Agent, for the benefit of the Administrative Agent and/or Lenders, the other Guaranteed Creditors to which such Guaranteed Obligations are owedHedge Banks and the Cash Management Banks, on demand together with any and all reasonable and documented expenses which (including expenses described in Section 11.04) that may be incurred by the Administrative Agent and the or any other Guaranteed Creditors Lender or any Hedge Bank or any Cash Management Bank in demanding, enforcing, or collecting any of the Guaranteed Guarantied Obligations to (including the extent reimbursable enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Guarantors under Section 14.01this Guaranty). If claim is ever made upon Administrative Agent or any Guaranteed Creditor other Lender or any Hedge Bank or any Cash Management Bank for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guaranteed Obligations Guarantied Obligations, and any of the aforesaid payees Administrative Agent or any other Lender or any Hedge Bank or any Cash Management Bank repays all or part of said amount by reason of (i) any judgment, decree decree, or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower or any Guarantor), then and in each such event Holdings event, each of the Guarantors agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdingsthe Guarantors, notwithstanding any revocation (or purported revocation) of this Holdings Guaranty or other instrument evidencing any liability of the Borrowerany Guarantor, and Holdings the Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. (a) In order to induce the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the other Guarantee Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guaranteed Guarantee Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed 186 Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Guarantor Obligations of the Guaranteed Parties Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations indebtedness to the Administrative Agent for the benefit of the applicable Administrative Agent and/or the other applicable Guaranteed Creditors to which such Guaranteed Obligations are owedCreditors, on demand demand, together with any and all expenses which may be incurred by the Administrative Agent Agents and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations to the extent reimbursable under Section 14.01Guarantor Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Guarantor Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Guaranteed Partiesany Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Holdings Guaranty Section 12 or other instrument evidencing any liability of the any Borrower, and Holdings shall shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Guaranty. In order The Second Amended and Restated Guaranty, dated as of the date hereof, as the same may be amended from time to induce time hereafter, made by each of the Subsidiaries of the Borrower named therein in favor of the Banks and the Administrative Agent, in form and substance satisfactory to the Collateral Agent Banks and the Lenders Administrative Agent. Hazardous Substances. See Section 8.18(b) hereof. HoldCo. A corporation which may be formed after the Closing Date, the sole business purpose of which shall be to enter into this Agreement own directly one hundred percent (100%) of the equity of the Borrower and to extend credit hereunder issue Subordinated Indebtedness permitted under Section 10.1(k) hereof. Indebtedness. All obligations, contingent and otherwise, that in recognition accordance with generally accepted accounting principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, including in any event and whether or not so classified: (a) all debt and similar monetary obligations, whether direct or indirect; (b) all liabilities secured by any mortgage, pledge, security interest, lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (c) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the direct benefits to be received indebtedness held by Holdings from the proceeds of the Loans, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration such owner or otherwise, and the obligations to reimburse the issuer in respect of any letters of credit; and (d) all obligations under Interest Rate Protection Agreements and every other obligation under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices (a "derivative contract"). Instrument of Accession. An Instrument of Accession in the form of Exhibit J hereto. Interest Payment Date. (a) As to any Base Rate Loan, the last day of the calendar quarter which includes the Drawdown Date thereof and the last day of each calendar quarter thereafter; and (b) as to any Eurodollar Rate Loan in respect of which the Interest Period is (i) 3 months or less, the last day of such Interest Period and (ii) more than 3 months, each date that is 3 months from the first day of such Interest Period or the previous Interest Payment Date with respect to such Interest Period if such Interest Period is then continuing and, in addition, the last day of such Interest Period. Interest Period. With respect to each Eurodollar Rate Loan, (a) initially, a period consisting of 1, 2, 3 or 6 months, or if made available by all of the Guaranteed Obligations Banks, 9 or 12 months, commencing on the Drawdown Date of such Loan and ending on the last day of such period as selected by the Borrower in a Loan Request; and (b) thereafter, each period commencing on the last day of the Guaranteed Parties next preceding Interest Period applicable to such Loan and ending on the Guaranteed Creditors. If any or last day of one of the periods set forth above, as selected by the Borrower in a Conversion Request; provided that all of the Guaranteed Obligations foregoing provisions relating to Interest Periods are subject to the following: (A) if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a day that is not a Eurodollar Business Day, that Interest Period shall be extended to the next succeeding Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Eurodollar Business Day; (B) if the Borrower shall fail to give notice as provided in Section 2.5 or 3.5.2 hereof, as applicable, the Borrower shall be deemed to have requested a conversion of the Guaranteed Parties affected Eurodollar Rate Loan to a Base Rate Loan on the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Administrative Agent for the benefit last day of the Administrative Agent and/or then current Interest Period with respect thereto; (C) any Interest Period that begins on the other Guaranteed Creditors to which such Guaranteed Obligations are owed, on demand together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any last Eurodollar Business Day of the Guaranteed Obligations to the extent reimbursable under Section 14.01. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment a calendar month (or on account a day for which there is no numerically corresponding day in the calendar month at the end of any such Interest Period) shall end on the last Eurodollar Business Day of the Guaranteed Obligations a calendar month; and any of the aforesaid payees repays all or part of said amount by reason of (iD) any judgment, decree or order of Interest Period relating to any court or administrative body having jurisdiction over Eurodollar Rate Loan that would otherwise extend beyond the Maturity Date relating to such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including loans shall end on the Guaranteed Parties), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable Maturity Date. Interest Rate Protection Agreements. See Section 9.14 hereof.