Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise) , of the Obligations, principal of and Make-Whole Amount and interest on (including, without limitation, (iinterest 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 Borrower) the principal Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and interest on each Loan made subsequent to the commencement of any proceeding against or with respect to the Borrower pursuant to under any chapter of the Credit AgreementBankruptcy Code), indemnification payments, expenses (iiincluding attorneys’ fee and expenses) obligations owing under or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with Facility LCs, and (iii) all other amounts payable by the Borrower enforcing any rights under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) this Guaranty (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”). Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beNote Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Each Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the Guarantors hereby waives payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any and all benefits and defenses other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under CC Section 2810 and agrees that by doing so Guarantors shall the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be liable even if Borrower had no liability paid such amounts to the Holders, in lawful money of the United States of America, at the time of execution of any place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the Loan Documents or thereafter ceases to be liable. Each payment of Guaranteed Obligations) together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such Notes) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountExcluded Swap Obligations.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and punctual prompt payment when due (whether at the stated maturity, upon by acceleration or otherwise) of all Obligations described in clause (x) of the definition of “Obligations, including, without limitation, (i) the principal of ”; and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations described in connection with Facility LCs, and clause (iiiy) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as definition of “Obligations” (collectively, the “Guaranteed Obligations”). Upon If any or all of the failure Guaranteed Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, on order, on demand, together with any and all expenses which may be incurred by the Borrower to pay punctually Administrative Agent and the other Guaranteed Creditors in collecting any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Guaranteed Obligations. This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision of this Guarantyinstrument evidencing any liability, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such amount at indebtedness to the place and in Agent and/or the manner specified in the Credit Agreement Banks, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Agent or the Banks in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including(iii) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with each other Guarantor and severally with the other Guarantorsseverally, as a primary obligor and not merely as a surety, to each Beneficiary and its successors, transfers and assigns, the full and punctual payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise) , of the Obligationsprincipal of, and Make-Whole Amount, if any, and interest on (including, without limitation, (iinterest 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 principal Notes issued, including Shelf Notes issued after the date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of the Company now or hereafter existing under any Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and interest on each Loan made subsequent to the Borrower pursuant commencement of any proceeding against or with respect to the Credit AgreementCompany under any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (iithe “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) obligations owing under or otherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with Facility LCs, and (iii) all other amounts payable by the Borrower enforcing any rights under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) this Guaranty (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”). Upon (i) the failure by the Borrower Company to pay punctually any such amountamount or perform such obligation, subject to and (ii) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beNote Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each 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 Guarantors hereby waives payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any and all benefits and defenses other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under CC Section 2810 and agrees that by doing so Guarantors shall the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be liable even if Borrower had no liability paid such amounts to the Beneficiaries, in lawful money of the United States of America, at the time of execution of any place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the Loan Documents or thereafter ceases to be liable. Each payment of Guaranteed Obligations) together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such Notes) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each Guarantor hereby guarantees to each Secured Party and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementcollectively, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Subject to Section 10.06 and the failure by the Borrower to pay punctually any such amountlast sentence of this Section 10.01 below, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that this Guaranty is upon the failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, 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 Guarantors will, upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an absoluteamount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, irrevocable accrued and unconditional guaranty unpaid interest on such Guaranteed Obligations (including interest which, but for any Borrower’s becoming the subject of payment and is a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a guaranty of collection. Each of claim is allowed against any Borrower for such interest in the Guarantors hereby waives any related bankruptcy case) and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at other Guaranteed Obligations then owed to the time of execution of Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyDocuments, the amount guaranteed by Guaranteed Obligations of each Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDebtor Relief Laws.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Borrower from the proceeds of the Loans, the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Borrower hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the U.S. Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and includinginclude, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of either Borrower to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and any Cash Management Bank to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Secured Hedging Agreement or any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, the Hedging Agreement Providers and the Cash Management Banks as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement or any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, the Cash Management Banks, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Hedging Obligations in recognition of the Guarantors direct benefits to be received by each Credit Party from the proceeds of the Loans and the entering into of such Secured Hedging Obligations, each Credit Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise, of any and all of the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Subsidiary Borrowers to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of such Borrowers to collectively as the “Guaranteed Obligations”). Upon Creditors becomes due and payable hereunder, the failure by the Borrower Company unconditionally promises to pay punctually any such amountindebtedness to the Administrative Agent and/or the Lenders, subject to any applicable grace or notice and cure periodon demand, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that reasonable, out-of-pocket expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Administrative Agent or the Lenders in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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), then and all benefits and defenses under CC Section 2809 and in such event the Company agrees that by doing so Guarantors’ any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability may of any Borrower, and the Company shall be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Guarantor hereby guarantees, as a co-obligor and not merely as surety, to the Holders, the prompt payment of all Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws of the Guarantors hereby irrevocably Company or any Guarantor (the Company and unconditionally guaranteeseach Guarantor collectively referred to herein as the “Note Parties” and each individually, jointly a “Note Party”) at the rate provided in the respective Transaction Document, whether or not a claim for post-petition interest is allowed in such proceeding under any applicable bankruptcy, insolvency, reorganization and severally with other similar laws) on the other GuarantorsNotes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) of strictly in accordance with the Obligationsterms thereof (hereinafter, includingcollectively, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Each Guarantor hereby further agrees that if any of the failure Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise in accordance with any Transaction Document), such Guarantor will promptly pay the Borrower to pay punctually same, without any such amount, subject to any applicable grace demand or notice whatsoever, and cure period, each that in the case of any extension of time of payment or renewal of any of the Guarantors agrees that it shall forthwith on demand pay such amount Guaranteed Obligations, the same will be promptly paid in full when due (whether at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentextended maturity, as a mandatory prepayment, by acceleration or otherwise in accordance with any Transaction Document) in accordance with the case may beterms of such extension or renewal. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing guaranty and shall apply to all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations whenever arising.

The Guaranty. Each of the Guarantors (a) Parent hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severally with the other Guarantorsnot as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Loan made Lender of, any Borrower, and all other Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any Credit Document, any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Parent Guaranteed Obligations”) and (b) each Borrower pursuant hereby guarantees, as a primary obligor and not as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full when due of Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (ii) such obligations owing under or in connection being herein collectively called the “Borrower Guaranteed Obligations” and, together with Facility LCsthe Parent Guaranteed Obligations, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors Parent hereby agrees that this Guaranty is an absoluteif any Borrower shall fail to pay in full when due (whether at stated maturity, irrevocable by acceleration or otherwise) any of the Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and unconditional guaranty that in the case of any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents Parent Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or thereafter ceases to be liableotherwise) in accordance with the terms of such extension or renewal. Each Borrower hereby agrees that if any Credit Party shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantors hereby waives Borrower Guaranteed Obligations, such Borrower will promptly pay the same in cash, upon demand, and that in the case of any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that extension of time of payment or renewal of any of the Borrower Notwithstanding any other provision of this GuarantyGuaranteed Obligations, the amount guaranteed same will be promptly paid in full when due (whether at extended maturity, by each Guarantor hereunder shall be limited to acceleration or otherwise) in accordance with the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 terms of the Bankruptcy Code such extension or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountrenewal.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the U.S. Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and includinginclude, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the Guarantors direct and indirect benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Obligations to the Guaranteed Creditors. If any or all of the Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, 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 Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyany the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsLetters of Credit, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Swap Obligations and Banking Services Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under the Guarantors hereby waives any Credit Agreement and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the other Loan Documents or thereafter ceases to be liable. Each in respect of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger such Swap Obligation (but, in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyeach case, the amount guaranteed by each Guarantor hereunder shall be limited only up to the extent, if any, required so maximum amount of such liability that its can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations hereunder shall not be subject to avoidance and undertakings under this Section 548 of the Bankruptcy Code or 2 voidable under any applicable state Uniform Fraudulent Transfer Actfraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsand this Section shall be deemed to constitute, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a guarantee of the parties hereto that any rights obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as a primary obligor and not merely as a surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Secured Parties. If any or all of the ObligationsRelevant Guaranteed Obligations become due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such Relevant Guaranteed Obligations to the Borrower pursuant to the Credit AgreementSecured Parties, (ii) obligations owing under or in connection on first demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under Secured Parties in collecting any of the Credit Agreement Relevant Guaranteed Obligations. This Guaranty is a guaranty of payment and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for not of collection. For the avoidance of doubt, all Excluded Swap Obligationsthe Guarantee provided hereunder constitutes an undertaking of third person’s obligations (üçüncü kişinin fiilini taahhüt) as regulated under Article 128 of Turkish Code of Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations”Law No. 6098). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Secured Party for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 Issuer or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Issuer or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Secured Party in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Party would otherwise have. Except as otherwise explicitly required hereby or by any other Note Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount rights of any Guarantor’s obligations hereunder pursuant Secured Party to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations owed to the Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. As used in this Section 9, Credit Party Obligations shall include all Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Credit Party Obligations may be or hereafter become otherwise unenforceable. This guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such amount at indebtedness to the place and in Administrative Agent and/or the manner specified in the Credit Agreement Banks, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Administrative Agent or the Banks in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made The Guarantor guarantees to the Borrower pursuant Lender and becomes surety to the Credit Agreement, Lender for: (iia) obligations payment of any and all sums now or hereafter due and owing under to the Lender by the Borrower as a result of or in connection with Facility LCsany and all existing or future indebtedness, liability or obligation of every kind, nature, type, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure variety owed by the Borrower to pay punctually any such amount, subject the Lender from time to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documenttime, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transaction, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the case may be. Each timely, complete, continuous, and strict performance and observance by the Borrower of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives terms, covenants, agreements and conditions contained in any and all benefits existing or future documents, instruments, agreements, and defenses under CC Section 2809 writing of every kind, nature, type, and agrees that by doing so Guarantors’ liability may be larger variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor hereunder has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be limited conclusively deemed to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountbeen created in reliance hereon.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by VHS Holdco I from the proceeds of the Loans and the issuance of the Letters of Credit, VHS Holdco I hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Obligations. If any of the Obligations becomes due and payable hereunder, including, without limitation, (i) the principal of and interest on each Loan made VHS Holdco I unconditionally promises to pay such indebtedness to the Borrower pursuant to the Credit AgreementGuaranteed Creditors, (ii) obligations owing under or in connection on demand, together with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that reasonable expenses which may be actually incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Guaranteed Creditors in collecting any of execution the 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 Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event VHS Holdco I agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon VHS Holdco I, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower, and VHS Holdco I shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the ObligationsRelevant Guaranteed Obligations becomes due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such indebtedness to the Borrower pursuant to Administrative Agent and/or the Credit Agreementother Guaranteed Creditors, (ii) obligations owing under or in connection on order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each limitations set forth in Section 13.01 of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beAgreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Borrower or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyany Borrower or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount rights of any Guarantor’s obligations hereunder pursuant Guaranteed Creditor to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit, each Credit Agreement Party Guarantor hereby agrees with the Lenders as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of any Credit Agreement Party Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower, and each Credit Agreement Party Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower Borrowers pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), and (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 Borrower Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrowers of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Holdings Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Holdings Guaranteed Obligations and any of the Guarantors hereby waives 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 all benefits any other Holdings Guaranteed Party), then and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyeither Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Noteholder the other Guarantors, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, Make-Whole Amount, if any, and interest on each Loan made (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower pursuant to Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Credit Agreement, Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Note Agreement, the Notes or any other Note Document (all such obligations owing under or described in connection with Facility LCs, clauses (i) and (iiiii) all other amounts payable by above are herein called the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and not of collectibility and is not a guaranty in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of collectionthe Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyprincipal of, the amount guaranteed by each Guarantor hereunder shall be limited to the extentMake-Whole Amount, if any, required so or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Agreement may make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such Noteholder may incur or be subject to avoidance under Section 548 as a consequence, direct or indirect, of (i) any breach by the Bankruptcy Code Guarantor or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining by the limitations, if any, on the amount Company of any Guarantor’s obligations hereunder pursuant to warranty, covenant, term or condition in, or the preceding sentenceoccurrence of any default under, it is this Guaranty Agreement, the intention of Notes, the parties hereto that any rights of subrogation, indemnification Note Agreement or contribution which such Guarantor may have under this Guaranty, any other agreement Note Document, together with all expenses resulting from the compromise or applicable law shall be taken into accountdefense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other Note Document.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement, any Hedge Bank to enter into any Secured Hedge Agreement and any Cash Management Bank to enter into any Secured Cash Management Agreement, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, any Secured Hedge Agreement and any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, each such Hedge Bank and each such Cash Management Bank as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder, under any Secured Hedge Agreement or under any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders and each other Secured Party, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Secured Obligations. The Guaranty set forth in this Article XIII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article XIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Secured Obligations, arising in connection with this Agreement, the other Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts due (whether 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 Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by contrary notwithstanding, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each In order to induce the each of the Guarantors Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Post Petition Swap 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 Post Petition Swap Agreements, Holdings hereby agrees with the primary, absolute and unconditional, as follows: Holdings hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Holdings Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Holdings Guaranteed Obligations and any of the Guarantors hereby waives 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 all benefits any other Holdings Guaranteed Party), then and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyeach Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, but subject to the provisions of Section 5, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of the Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for and fulfillment by the avoidance Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to collectively the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Parent Borrower from the proceeds of the Loans to be incurred by Arch Europe and the issuance of the Letters of Credit for the account of Arch Europe, the Parent Borrower hereby agrees with the Guaranteed Creditors as follows: the Parent Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of Arch Europe to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations of Arch Europe to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the This Parent Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event the Parent Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this GuarantyArch Europe, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Subject to the limitations expressly set forth herein, each of the Guarantors Culligan and Astrum hereby irrevocably and unconditionally guarantees, jointly and severally with unconditionally guarantee for the other Guarantorsbenefit of the Buyer, the prompt payment and performance in full and punctual payment when due by the Sellers of all of the Sellers' obligations of any kind or nature under Article 9 of the Purchase Agreement, subject to all of the conditions and limitations applicable to the Sellers set forth therein; provided, however, that (whether a) the Buyer shall have first notified the Sellers that such payment and performance from the Sellers is due and owing pursuant to the terms of the Purchase Agreement; and (b) Astrum shall have no obligations or liability under this Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the date of determination, or (y) if Culligan asserts or claims at stated maturityany time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon acceleration or otherwisethe occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be unconditionally obligated to guarantee the obligations of the Sellers to the extent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the Obligationsapplicable period, including, without limitation, the difference between (i) the principal product of (x) the net income of Culligan plus any and interest on each Loan made to all interest, taxes, depreciation and amortization which were deducted in determining the Borrower pursuant to the Credit Agreement, amount of such net income and (y) 6.5 and (ii) obligations owing under or in connection with Facility LCs, and the aggregate amount of indebtedness for money borrowed (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives including any and all benefits and defenses under CC Section 2810 and agrees capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that by doing so Guarantors shall be liable even if Borrower had no liability at the time stock of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyCulligan is publicly traded, the amount guaranteed by each Guarantor hereunder Shareholders Equity shall be limited to mean the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 product of multiplying the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or number of outstanding common law. In determining the limitations, if any, shares of Culligan on the amount date of any Guarantor’s obligations hereunder pursuant to determination by the average closing trading price on the thirty trading days preceding sentence, it is the intention date of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdetermination.

The Guaranty. Each In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby irrevocably agrees with the Banks as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Borrower to the Secured Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Secured 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) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all each other amounts payable by Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations of the Foreign Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to the any Foreign Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, and (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Foreign Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Foreign Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Foreign Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Foreign Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts due (whether 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 Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by contrary notwithstanding, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a Parent Guaranty limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each of the Guarantors hereby irrevocably Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees, jointly and severally with : (i) to the other Guarantors, Lender Creditors the full and punctual prompt payment when due (whether at the stated maturity, upon by acceleration or otherwise) of (x) the Obligationsunpaid principal of, premium, if any, and interest on the Notes issued by, and the Term Loans made to, the Borrowers under the Credit Agreement and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by each Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document to which such Borrower is a party (including, without limitation, (i) the principal of indemnities, Fees and interest on thereon (including, in each Loan made to case, any interest, fees and other amounts accruing after the Borrower pursuant to commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, (ii) obligations owing under whether or not such interest, fees and other amounts is an allowed claim or allowable claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with Facility LCswith, and (iii) all other amounts payable by the Borrower under the Credit Agreement and each such other Credit Document and the other Loan Documents, due performance and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (compliance by each Borrower with all of the foregoing terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, reimbursement obligations, liabilities, indebtedness and obligations being referred herein collectively called the “Credit Document Obligations”); and (ii) to each applicable Guaranteed Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements whether or not such interest is an allowed claim in any such proceeding) owing by the Lead Borrower and/or one or more of its Subsidiaries under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement, whether now in existence or hereafter arising, and the due performance and compliance by such Borrower and such Subsidiaries with all of the terms, conditions and agreements contained in each Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively as called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). Upon ; provided, that the failure by the Borrower to pay punctually any such amount“Guaranteed Obligations”, subject with respect to any Guarantor, shall exclude any Excluded Swap Obligations with respect to such Guarantor. As used herein, the term “Guaranteed Party” shall mean each Borrower and/or each Restricted Subsidiary thereof party to any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement with the applicable grace or notice Guaranteed Creditor. Each Guarantor understands, agrees and cure period, each confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guarantors agrees that it shall forthwith on demand pay Guaranteed Obligations against such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding Guarantor without proceeding against any other provision of this GuarantyGuarantor, any Borrower, any other Guaranteed Party, against any security for the amount guaranteed by each Guarantor hereunder shall be limited to the extentGuaranteed Obligations, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act other guaranty covering all or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a portion of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations.

The Guaranty. Each of In order to induce the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Lenders to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the enter into this Credit Agreement and the other Loan Documents, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all to extend credit hereunder and thereunder and in recognition of the foregoing being referred direct benefits to collectively as the “Guaranteed Obligations”). Upon the failure be received by the Borrower to pay punctually Guarantors from the Extensions of Credit hereunder and any such amount, subject to any applicable grace or notice and cure periodSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise enforceable. Each Guarantor, the Administrative Agent and each Lender hereby confirms that it shall forthwith on demand pay is the intention of all such amount at Persons that this Guaranty and the place obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and in the manner specified in obligations of each Guarantor hereunder. To effectuate the Credit Agreement or foregoing intention, the relevant other Loan DocumentAdministrative Agent, as the case may be. Each of Lenders and the Guarantors hereby agrees irrevocably agree that the obligations of each Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives at any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, Agreement and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (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”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to collectively as the “Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations”). Upon the failure by the This Parent Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Parent Borrower Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event the Parent Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the Guarantors direct and indirect benefits to be received by Holdings and the MLP from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the MLP each hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows (in the case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the MLP each hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Obligations to the Guaranteed Creditors. If any or all of the Obligations of Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder, each of Holdings and the MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, 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 Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits in such event each of Holdings and defenses under CC Section 2809 and the MLP agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount binding upon Holdings and more burdensome than that the MLP, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyany the Borrower, and Holdings and the MLP shall each be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 (including in connection with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and all benefits and defenses under CC Section 2809 and in such event the Corporation agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Corporation, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty, Guaranty shall be fully reinstated and the Corporation shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and any Cash Management Agreement Provider to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, any Secured Hedging Agreement and any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders the Hedging Agreement Providers and the Cash Management Agreement Providers as follows: Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower to the Administrative Agent, the Lenders, the Hedging Agreement Providers and the any Cash Management Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder, under any Secured Hedging Agreement or under any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Secured Parties or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Secured Parties in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Borrower arising in connection with this Credit Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountLaws).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability at the time of execution they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Guarantor hereby agrees with the Lenders as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, however, that with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such Foreign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Guarantor under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act law or similar statute or common law. In determining other applicable Law and (ii) the limitations, if any, on the amount Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: Subject to the provisions of Section 10.2(a), the Guarantors jointly and severally hereby irrevocably and unconditionally guarantees, jointly and severally with guarantee to the other Guarantors, Lenders the full due and punctual payment in full of all Credit Party Obligations when due (the same shall become due, whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap ObligationsBankruptcy Code) (all of the foregoing being referred to collectively as collectively, the “Guaranteed Obligations”, and such guarantee, the “Guaranty”). Upon The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Lenders or the Administrative Agent may have at law or in equity against any Guarantor by virtue hereof, that upon the failure by of the Borrower or any other Loan Party to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or thereafter ceases to be liable. Each otherwise (including amounts that would become due but for the operation of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance automatic stay under Section 548 362(a) of the Bankruptcy Code Code), the Guarantors will upon demand pay, or under any applicable state Uniform Fraudulent Transfer Actcause to be paid, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining in cash, to the limitationsAdministrative Agent, if any, on an amount equal to the sum of the unpaid principal amount of any Guarantor’s obligations hereunder pursuant all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to the preceding sentenceBorrower or such other Loan Party, it would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the intention of Borrower or such other Loan Party for such interest in the parties hereto that any rights of subrogation, indemnification or contribution which related bankruptcy proceeding) and all other Guaranteed Obligations then due and owing to the Lenders as aforesaid. All such Guarantor may have under this Guaranty, any other agreement or applicable law payments shall be taken into accountapplied promptly from time to time in accordance with this Agreement.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each DRLB Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each DRLB Guarantor hereby agrees with the Lenders as follows: each DRLB Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any DRLB Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each DRLB Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This DRL Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This DRL Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective DRLB Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such DRLB Guarantor, notwithstanding any revocation of this DRL Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each DRLB Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each As used in this Guaranty, the term Obligations or Obligation means, collectively, the following: any and all indebtedness, liabilities and sums of money now or hereafter due and owing by Principal to PSI and/or PJM pursuant to, or arising under, the Governing Documents, including (without limitation) all scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PJM and/or PSI; any and all interest and out-of-pocket expenses (including reasonable attorneys’ fees) now or hereafter due and owing by Principal pursuant to the Governing Documents, in each instance whether or not allowed under any Debtor Relief Law (including all post-petition interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Principal, whether or not allowed in such proceeding), and all other amounts that would be part of the Guarantors hereby irrevocably Obligations but for the operation of Debtor Relief Laws; all assessments and unconditionally guaranteesother amounts required to be paid by Principal to PSI and/or PJM in order to maintain the ability to conduct business with PJM and/or PSI notwithstanding the continuing right of Principal to dispute, jointly contest or pursue rights of setoff of such assessments and severally with other amounts pursuant to the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) alternative dispute resolution provisions of the ObligationsGoverning Documents; and all reasonable costs, expenses and fees, including, without limitation, (i) the principal of court costs and interest on each Loan made to the Borrower pursuant to the Credit Agreementattorneys’ fees, (ii) obligations owing under or arising in connection with Facility LCsthe collection of any or all amounts, indebtedness, obligations and liabilities of Principal to PSI and/or PJM described in clauses (iiia) through (c) above Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety to PSI pursuant to , or arising under the Governing Documents, including (without limitation) all other amounts payable scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PSI or PJM, the Borrower under due, prompt and complete payment of all Obligations regardless of Principal’s ability or willingness to pay, in regard to the Credit Agreement and the other Loan DocumentsGoverning Documents (or any successor agreements), and including fees, costs, expenses (including, without limitation, all Rate Management Obligations (but excluding, for the avoidance reasonable fees and expenses of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure counsel incurred by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and PSI in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that enforcing any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise including monetary debts or commitments incurred during the pendency of any bankruptcy, insolvency, receivership, or other agreement similar proceeding, regardless of whether allowed or applicable law shall be taken into accountallowable in such proceeding.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby irrevocably agrees with the Administrative Agent and the Lenders that such Guarantor hereby unconditionally guaranteesand irrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Obligations of the Borrower to the Lenders. If any or all of the Obligations of the Borrower to the Lenders become due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such Obligations to the Lenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made . Notwithstanding any provision to the Borrower pursuant to the Credit contrary contained in this Agreement, (ii) obligations owing the guarantee by CIHC under or this Article X shall constitute a pre-Petition unsecured claim and the Obligations guaranteed by such guarantee shall include only the Term Loan Obligations. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in connection with Facility LCsrecognition of the direct benefits to be received by each Guarantor from the proceeds of the Loans, and (iii) all other amounts payable by the Borrower under hereby agrees with the Credit Agreement Administrative Agent and the other Loan DocumentsLenders that the Borrower hereby unconditionally and irrevocably, jointly and includingseverally, without limitationguarantees as primary obligor and not merely as surety the full and prompt payment when due, all Rate Management Obligations (but excludingwhether upon maturity, for the avoidance by acceleration or otherwise, of doubt, all Excluded Swap Obligations) (any and all of the foregoing being referred Obligations of CFCC to collectively as the “Guaranteed Obligations”)Lenders. Upon the failure by For purposes of such guaranty, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each treated as a Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.Article X.

The Guaranty. Each For valuable consideration, each of the Guarantors undersigned (each a “Guarantor”) hereby irrevocably unconditionally guarantees and unconditionally guaranteespromises to pay promptly to Bank of America, jointly N.A., as administrative agent for the benefit of the hereinafter defined Lenders, its subsidiaries and severally with affiliates (collectively, “Administrative Agent”), or order, in lawful money of the other GuarantorsUnited States, the full any and punctual payment all Indebtedness of Prospect Medical Holdings, Inc. and/or Prospect Medical Group (each a “Borrower”) to Administrative Agent or any Lender when due (due, whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the ObligationsIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCshazardous waste indemnities), and (iii) other costs and expenses relating to or arising out of the Indebtedness and for all swap, option, or forward obligations now or hereafter owing from Borrower to Administrative Agent or any Lender. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other amounts payable by the Borrower under the Credit Agreement outstanding guaranties, and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance liability of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty exclusive of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses Guarantor’s liability under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, the amount guaranteed by each Guarantor hereunder their obligations under this Guaranty shall be limited to the extentjoint and several. If Guarantor is a subsidiary or affiliate of Borrower, if any, required so that its obligations Guarantor’s liability hereunder shall not be exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of, and all amounts payable by, the Borrower or any other Loan Party owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement (iiisuch agreement, a “Lender Swap Agreement” or “Lender Banking Services Agreement”, respectively, and such obligations and amounts under such Lender Swap Agreements being referred to as “Swap Obligations”), (iv) all other amounts payable by the Borrower or any other Loan Party under the Credit Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Lender Swap Agreement, any Lender Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (and performance, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Guaranteed Obligations to the Guaranteed Creditors. If any or all of the ObligationsGuaranteed Obligations becomes due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such indebtedness to the Borrower pursuant to Administrative Agent and/or the Credit Agreementother Guaranteed Creditors, (ii) obligations owing under or in connection on order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each limitations set forth in Section 13.01 of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beAgreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount rights of any Guarantor’s obligations hereunder pursuant Guaranteed Creditor to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Collateral Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower owed to the Administrative Agent, the Collateral Agent and/or the Lenders. If any or all of the indebtedness becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Collateral Agent the Lenders, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Collateral Agent or the Lenders in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement or the other Credit Documents, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors and the Obligated Foreign Subsidiaries from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors and each of the Obligated Foreign Subsidiaries hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor and Obligated Foreign Subsidiary hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor and Obligated Foreign Subsidiary unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor or a Obligated Foreign Subsidiary shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (ibecause of any applicable state or federal law relating to fraudulent conveyances or transfers) then the principal obligations of and interest on each Loan made such Guarantor or Obligated Foreign Subsidiary hereunder shall be limited to the Borrower pursuant to the Credit Agreement, maximum amount that is permissible under applicable law (ii) obligations owing under whether federal or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, state and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturityseverally, upon acceleration or otherwise) of the Obligations, including, without limitation, as a primary obligor and not merely as a surety: (i) the due and punctual payment of all obligations under the Amended and Restated Convertible Notes whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Holder in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Credit Parties under or pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, Amended and (iii) all other amounts payable by the Borrower under the Credit Agreement Restated Convertible Notes and the other Loan Documents, Amended and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Restated Convertible Note Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining the limitations, if any, on the amount of event that any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each For valuable consideration, the undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness (defined below) to Bank when due, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Obligations, includingIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (i“Swap Obligations”) the principal now or hereafter owing from Advanced Energy Industries, Inc. ("Borrower") or any Guarantor to Bank. No Guarantor will be deemed to be a guarantor of and interest on each Loan made any Swap Obligation to the Borrower pursuant extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Credit AgreementCommodities Exchange Act (7 U.S.C., (ii) obligations owing Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or in connection with Facility LCsfrom time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If multiple entities sign this Guaranty, each entity comprising Guarantor waives any rights it has or may have under C.R.S. § 00-00-000 or § 00-00-000 (iiior under any corresponding future statute or rule of law in any jurisdiction) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance reason of doubt, all Excluded Swap Obligations) (any release of fewer than all of the foregoing being referred to collectively as the “Guaranteed Obligations”)parties comprising Guarantor. Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice "Indebtedness" shall mean and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives includes (a) any and all benefits advances, debts, obligations and defenses liabilities of Borrower previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any certain Loan Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Documents or thereafter ceases Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to be liable. Each of such terms in the Guarantors hereby waives Loan Agreement) among Borrower and the Bank, (b) any and all benefits advances, debts, obligations and defenses liabilities of Borrower or any Guarantor previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, arising under CC Section 2809 Swap Obligations and agrees that by doing so Guarantors’ liability (c) obligations of Borrower or any Guarantor under any treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services, and whether the Borrower or any Guarantor may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyliable individually or jointly with others, the amount guaranteed by each Guarantor hereunder shall or whether recovery upon such Indebtedness may be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountlater becomes unenforceable.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan DocumentsDocuments and (ii) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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 Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of Notwithstanding the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at foregoing or anything else contained in this Guaranty to the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary, the maximum amount guaranteed of Guaranteed Obligations of Apollo Global hereunder at any time shall not exceed the aggregate outstanding amount of intercompany debt owing by each Guarantor hereunder shall be limited Apollo Global to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which Borrower at such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounttime.

The Guaranty. Each (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, each Guarantor hereby irrevocably agrees with the Lenders as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees, as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Company to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Company to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations, including, without limitation, . 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) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all other amounts payable by each Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to GulfTerra the full and punctual timely performance and discharge (including the payment when due (whether at stated maturity, upon acceleration or otherwiseof money) by the Obligor of all obligations and liabilities of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Obligor now existing or hereafter arising under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Article II of the foregoing being referred to collectively as Subject Agreement (the “Guaranteed Obligations”). Upon ) and hereby agrees that if the failure Obligor shall fail (i) to pay any Guaranteed Obligation when and as the same shall be due and payable by the Borrower Obligor to GulfTerra or (ii) timely to perform and discharge in full any other Guaranteed Obligation in accordance with the terms of the Subject Agreement, the Guarantor shall be liable to GulfTerra for such Guaranteed Obligation, and, as such, the Guarantor shall forthwith pay punctually to GulfTerra or perform and discharge any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentGuaranteed Obligation, as the case may be. Each , as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Guarantors hereby agrees that this Guaranty Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable present and unconditional guaranty continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligor or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for GulfTerra, in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Obligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other than defenses arising from an event or circumstance referred to in clause (e) of Section 3 hereof, or, to the extent related to a guaranty proceeding described in such clause (e), clause (h) of collection. Each Section 3 hereof, or related to the financial condition of the Guarantors hereby waives Obligor, and (b) with respect to any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of guarantees made by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger Guarantor in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder hereby guarantees, and shall be limited to responsible for, each performance and/or discharge obligation or liability (including the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 payment of money) of the Bankruptcy Code Obligor now existing or hereafter arising under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention Article II of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSubject Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to GulfTerra the full and punctual timely performance and discharge (including the payment when due (whether at stated maturity, upon acceleration or otherwiseof money) by the Obligor of all obligations and liabilities of the Obligations, including, without limitation, Obligor now existing or hereafter arising under Article II of the Subject Agreement (the "GUARANTEED OBLIGATIONS") and hereby agrees that if the Obligor shall fail (i) to pay any Guaranteed Obligation when and as the principal of same shall be due and interest on each Loan made payable by the Obligor to the Borrower pursuant to the Credit Agreement, GulfTerra or (ii) obligations owing under or timely to perform and discharge in connection full any other Guaranteed Obligation in accordance with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all terms of the foregoing being referred Subject Agreement, the Guarantor shall be liable to collectively GulfTerra for such Guaranteed Obligation, and, as such, the “Guaranteed Obligations”). Upon the failure by the Borrower Guarantor shall forthwith pay to pay punctually GulfTerra or perform and discharge any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentGuaranteed Obligation, as the case may be. Each , as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Guarantors hereby agrees that this Guaranty Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable present and unconditional guaranty continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligor or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for GulfTerra, in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Obligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other than defenses arising from an event or circumstance referred to in clause (e) of Section 3 hereof, or, to the extent related to a guaranty proceeding described in such clause (e), clause (h) of collection. Each Section 3 hereof, or related to the financial condition of the Guarantors hereby waives Obligor, and (b) with respect to any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of guarantees made by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger Guarantor in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder hereby guarantees, and shall be limited to responsible for, each performance and/or discharge obligation or liability (including the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 payment of money) of the Bankruptcy Code Obligor now existing or hereafter arising under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention Article II of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSubject Agreement.

The Guaranty. Each In order to induce the each of the Guarantors Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Swap 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 Swap Agreements, Holdings hereby agrees with the primary, absolute and unconditional, as follows: Holdings hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Holdings Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Holdings Guaranteed Obligations and any of the Guarantors hereby waives 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 all benefits any other Holdings Guaranteed Party), then and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyeither Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each For valuable consideration, the undersigned, (whether one or more than one “Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, “Bank”), or order!, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of Sundance Energy, jointly and severally with the other GuarantorsLP. (“Borrower”) to Bank when due, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Obligations, includingIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (i“Swap Obligations”) the principal now or hereafter owing from Borrower to Bank. No Guarantor will be deemed to be a guarantor of and interest on each Loan made any Swap Obligation to the Borrower pursuant extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Credit AgreementCommodities Exchange Act (7 U.S.C., (ii) obligations owing Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or in connection with Facility LCsfrom time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and (iii) all other amounts payable by the Borrower liability of Guarantor under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteexclusive of Guarantors liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, irrevocable their obligations under this Guaranty shall be joint and unconditional guaranty of payment several. “Indebtedness” shall mean and is not a guaranty of collection. Each of the Guarantors hereby waives includes any and all benefits advances, debts, obligations and defenses liabilities of Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including Swap Obligations and obligations under CC Section 2810 any deposit, treasury management or other similar transaction or arrangement, and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of whether any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability Borrowers may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyliable individually or jointly with others, the amount guaranteed by each Guarantor hereunder shall or whether recovery upon such Indebtedness may be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountlater becomes unenforceable.

The Guaranty. Each For valuable consideration, effective as of April 12, 2024, the undersigned, Lifeline Nutraceuticals Corporation, a Colorado corporation (whether one or more than one, “Guarantor”), hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, “Bank”), or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of LifeVantage Corporation, jointly and severally with the other Guarantorsa Delaware corporation (“Borrower”), the full and punctual payment to Bank when due (due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Continuing and Unconditional Guaranty (this “Guaranty”) is not limited as to the principal amount of the Obligations, includingIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (i“Swap Obligations”) the principal now or hereafter owing from Borrower to Bank. No Guarantor will be deemed to be a guarantor of and interest on each Loan made any Swap Obligation to the Borrower pursuant extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Credit AgreementCommodities Exchange Act (7 U.S.C., (ii) obligations owing Sec. 1, et seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or in connection with Facility LCsfrom time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and (iii) all other amounts payable by the Borrower liability of Guarantor under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteexclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, irrevocable their obligations under this Guaranty shall be joint and unconditional guaranty of payment several. “Indebtedness” shall mean and is not a guaranty of collection. Each of the Guarantors hereby waives includes any and all benefits advances, debts, obligations and defenses liabilities of Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, under CC Section 2810 that certain Loan Agreement of even date herewith between Borrower and agrees that by doing so Guarantors shall Bank (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), including Swap Obligations and obligations under any deposit, treasury management or other similar transaction or arrangement, and whether Borrower may be liable even if Borrower had no liability at individually or jointly with others, or whether recovery upon such Indebtedness may be or later becomes unenforceable. Terms used in this Guaranty and not otherwise defined herein shall have the time of execution of any of meaning given to such terms in the Loan Documents or thereafter ceases to be liableAgreement. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account2.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay punctually any such amountindebtedness to the Administrative Agent and/or the Lenders, subject to any applicable grace or notice and cure periodorder, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentdemand, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Administrative Agent or the Lenders in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower or any of its Subsidiaries), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty or other instrument evidencing any liability of the Borrower or any of its Subsidiaries, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which that such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Obligations of Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such amount at indebtedness to Administrative Agent and/or the place and in the manner specified in the Credit Agreement Lenders, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at Administrative Agent or the time Lenders in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty or other instrument evidencing any liability of Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each For valuable consideration, the undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of Xxxxxx HealthTech, jointly and severally with the other GuarantorsInc. ("Borrower") to Bank when due, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Obligations, includingIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (i“Swap Obligations”) the principal now or hereafter owing from Borrower to Bank. No Guarantor will be deemed to be a guarantor of and interest on each Loan made any Swap Obligation to the Borrower pursuant extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Credit AgreementCommodities Exchange Act (7 U.S.C., (ii) obligations owing Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or in connection with Facility LCsfrom time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and (iii) all other amounts payable by the Borrower liability of Guarantor under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteexclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, irrevocable their obligations under this Guaranty shall be joint and unconditional guaranty of payment several "Indebtedness" shall mean and is not a guaranty of collection. Each of the Guarantors hereby waives includes any and all benefits advances, debts, obligations and defenses liabilities of Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including Swap Obligations and obligations under CC Section 2810 any deposit, treasury management or other similar transaction or arrangement, and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of whether any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability Borrowers may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyliable individually or jointly with others, the amount guaranteed by each Guarantor hereunder shall or whether recovery upon such Indebtedness may be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountlater becomes unenforceable.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s 's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Borrower hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Borrower hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors and any Indemnified Person, as applicable. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Borrower, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection on order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCs, of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”) and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (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”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Borrowers pursuant to the Credit Agreement, (ii) obligations of the Borrowers owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower Borrowers under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations and obligations in respect of Cash Management Services (but excluding, for the avoidance of doubt, all Excluded Swap Obligations), and (iv) 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, but excluding all the Excluded Swap Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)) for the ratable benefit of the Holders of Secured Obligations. Each Guarantor agrees and acknowledges that it is a Borrower under the Credit Agreement, and that the Lenders have allowed certain of the Company’s Subsidiaries to constitute Borrowers under the Credit Agreement in reliance upon this Guaranty. Upon the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to any all applicable grace or notice and cure periodperiods, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement Provider to enter into any Guaranteed Hedging Agreement and any Cash Management Bank to enter into any Guaranteed Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the U.S. Guarantors from the Extensions of Credit hereunder, under any Guaranteed Hedging Agreement and under any Guaranteed Cash Management Agreement, each of the U.S. Guarantors hereby agrees with the Agents and the Lenders as follows: such U.S. Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the ObligationsCompany to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Guaranteed Hedging Agreement or under any Guaranteed Cash Management Agreement, each U.S. Guarantor unconditionally promises to pay such indebtedness to the Agents, the Lenders, the Hedging Agreement Providers, the Cash Management Banks or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Agents or the Lenders in collecting any of the Credit Party Obligations of the Company. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Company, including specifically all Credit Party Obligations of the Company, arising in connection with this Credit Agreement, the other Credit Documents, any Guaranteed Cash Management Agreement or any Guaranteed Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Company may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter becomes otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a U.S. Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state, federal or notice and cure period, provincial law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each U.S. Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal, if anystate or provincial and including, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of without limitation, the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower or any of 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 any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “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 any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders and the Issuers to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders and the Issuers as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay such indebtedness to the applicable Guaranteed Creditors, on demand, together with any and all expenses which may be incurred by such Guaranteed Creditors in collecting any such Guaranteed 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 Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, includingdecree or order of any court or administrative body having jurisdiction over such payee or any of its property, without limitationor (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Subsidiaries), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this guaranty or other instrument evidencing any liability of any Subsidiary, and the Company 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. The Company represents and warrants that (i) as of the principal of Effective Date, the Company is an “eligible contract participant” as such term is defined and interest on each Loan made to interpreted under the Borrower pursuant to the Credit AgreementCommodity Exchange Act, and (ii) on each date on which the Guaranteed Obligations include any obligations owing under or in connection with Facility LCsany Swap Contracts, the Company will be deemed to represent and (iii) all other amounts payable by warrant that the Borrower Company is an “eligible contract participant” as such term is defined and interpreted under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Commodity Exchange Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsLetters of Credit, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Swap Obligations and Banking Services Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “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 the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors The Company, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees (a) the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) when due of the ObligationsLoans, including, without limitation, any and all renewals, extensions for any period, rearrangements or enlargements thereof, all interest (ipre-petition or post-petition) accruing on the principal of Loans (pre-petition or post-petition) and interest on each Loan made to the Borrower pursuant to the Credit Agreementall indemnities, (ii) obligations owing under or in connection with Facility LCs, expenses and (iii) all other amounts payable by the Borrower Lessor to the Agent or any Lender under the Credit Agreement Agreement, the Notes and the other Loan DocumentsTransaction Documents and (b) the punctual performance of all obligations and agreements of the Lessor to or in favor of the Agent or the Lenders under the Credit Agreement, the Notes and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) other Transaction Documents (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Upon the failure by the Borrower , and agrees to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits expenses (including reasonable attorneys' fees and defenses expenses) incurred by the Agent and the Lenders and their respective successors, transferees and assigns in enforcing any rights under CC this Guaranty (Lessor); PROVIDED that, if the Company shall have paid the Final Rent Payment or Completion Costs Payment, as applicable, and returned the Facility to the Lessor in accordance with Section 2810 16 of the Lease, the Company shall have no obligation under this Guaranty (Lessor) or otherwise to pay any portion of the principal amount of the Tranche B Loans. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and agrees would be owed by the Lessor to the Agent or the Lenders but for the fact that by doing so Guarantors they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Lessor. For purposes of determining when an obligation is "due" for purposes of this Guaranty (Lessor), such term shall be liable even if Borrower had no liability at interpreted to mean due in accordance with the time terms of execution this Guaranty (Lessor) and without regard to the amendment, modification or rejection of any of the Loan Documents Guaranteed Obligation in any bankruptcy or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountreorganization proceeding.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Hedging Agreement with a Hedging Agreement 84 Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of (a) the ObligationsObligations (under and as defined in the Credit Agreement), includingwhich include, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, Agreement and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower Borrowers under the Credit Agreement and the other Loan Documents, and including, without limitation(b) all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective Affiliates (for purposes of this Guaranty, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of such obligations described in the foregoing clauses (a) and (b) being referred to collectively as the “Guaranteed Obligations”); provided, however, (1) that the Guaranteed Obligations shall not include or create any guarantee by any Guarantor of (or grant of security by any Guarantor to support, if applicable) any Excluded Swap Obligations of such Guarantor and (2) that notwithstanding anything to the contrary herein, the liability of WOFS Assurance Limited, a Bermuda exempted company (“WOFS Assurance”), with respect to the Guaranteed Obligations shall be limited or extinguished, as applicable, to the extent necessary to ensure that WOFS Assurance, at all times, meets its minimum solvency margin and liquidity ratio pursuant to the Insurance Xxx 0000 of Bermuda and the regulations thereunder (the “Insurance Act”) and sections 31A through 31C of the Insurance Act. Upon the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, Swap Agreement evidencing Swap Obligations or any agreement evidencing Banking Services Obligations (a “Banking Services Agreement”) as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan Advance made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any Reimbursement Obligations of the Borrower or in connection with Facility LCsthe performance by it of such Reimbursement Obligations, and (iii) all Rate Management Obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Rate Management Transactions (any such Rate Management Transaction with any Lender or any affiliate of any Lender being herein referred to as a "Guaranteed Rate Management Transaction") unless the Borrower and any such Lender mutually agree that any such Rate Management Transaction does not constitute a Guaranteed Rate Management Transaction hereunder, (iv) all other amounts payable by the Borrower under the Credit Agreement Agreement, any Guaranteed Rate Management Transaction and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower or any of its Affiliates to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount to the Collateral Agent at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beIntercreditor Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to Guaranteed Creditors. For the Credit Agreementavoidance of doubt, (ii) obligations owing under or in connection with Facility LCsthe “Relevant Guaranteed Obligations” of Holdings, and (iii) all other amounts payable by the Borrower under the Credit Agreement Intermediate Holdco and the other Loan Documents, and includingU.S. Borrower include, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to the other Guarantors, Beneficiary the full and punctual timely performance, payment when due (whether at stated maturity, upon acceleration and discharge by the Maker of all obligations and liabilities of Maker now existing or otherwise) of hereafter arising under the ObligationsPromissory Note and/or the Margin Agreement, including, without limitationbut not limited to, (i) the principal of and interest on each Loan made payment related to a margin call or a demand for payment related to the Borrower pursuant account(s) of Maker (or his successors or assigns) (the "Guaranteed Obligations") and hereby agrees that if the Maker shall fail to pay any amount when and as the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, same shall be due and (iii) all other amounts payable by the Borrower under Maker to the Credit Agreement Beneficiary or timely to perform and discharge in full any obligation or liability in accordance with the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all terms of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon , the failure by Guarantor will forthwith upon demand pay to the Borrower Beneficiary an amount equal to pay punctually any such amount, subject to amount or perform and discharge any applicable grace such obligation or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentliability, as the case may be. Each , as such payment or performance and discharge is required pursuant to the terms of the Guarantors hereby agrees Guaranteed Obligations to be made or done by the Maker, and will further pay any and all damages that this Guaranty may be payable by the Maker in consequence thereof and all reasonable expenses, including attorneys' fees, that may be incurred by the Beneficiary in enforcing such obligations and liabilities of the Maker and enforcing the covenants and agreements of the Guarantor herein. The guaranty in the preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and of performance of obligations and not of collectibility and is not a guaranty of collection. Each of in no way conditional or contingent upon any attempt to collect from the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents Maker or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding upon any other provision of this Guarantyaction, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder occurrence or circumstance whatsoever. It shall not be subject necessary for the Beneficiary, in order to avoidance under Section 548 enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Maker or any other Person liable with respect to the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty Agreement, the Guarantor shall, have the benefit of and the right to assert any defenses against the claims of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant Beneficiary which are available to the preceding sentenceMaker and which would have also been available to the Guarantor if Guarantor had been in the same contractual position as the Maker under the Promissory Note, it is other than defenses arising from the intention bankruptcy or insolvency of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountMaker.

The Guaranty. Each of In order to induce the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Lenders to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the enter into this Credit Agreement and the other Loan Documents, any Hedging Agreement Provider to enter into any Hedging Agreement and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all to extend credit hereunder and thereunder and in recognition of the foregoing being referred direct benefits to collectively as the “Guaranteed Obligations”). Upon the failure be received by the Borrower to pay punctually Guarantors from the Extensions of Credit hereunder and any such amount, subject to any applicable grace or notice and cure periodHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word "indebtedness" is used in this Article in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Hedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise enforceable. Each Guarantor, the Administrative Agent and each Lender hereby confirms that it shall forthwith on demand pay is the intention of all such amount at Persons that this Guaranty and the place obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and in the manner specified in obligations of each Guarantor hereunder. To effectuate the Credit Agreement or foregoing intention, the relevant other Loan DocumentAdministrative Agent, as the case may be. Each of Lenders and the Guarantors hereby agrees irrevocably agree that the obligations of each Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives at any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. Each Guarantor hereby guarantees to each Lender and Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) collectively, the principal of and interest on each Loan made "Guaranteed Obligations"). ​ ​ ​ Subject to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement Section 13.6 and the other Loan Documentslast sentence of this Section 13.1 below, the Guarantors hereby jointly and includingseverally agree, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all in furtherance of the foregoing being referred and not in limitation of any other right which Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations to collectively be paid when and as the “Guaranteed Obligations”). Upon same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each operation of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance automatic stay under Section 548 362(a) of the Bankruptcy Code or under any other applicable state Uniform Fraudulent Transfer ActLaw), Uniform Fraudulent Conveyance Act the Guarantors will, upon demand pay, or similar statute or common law. In determining cause to be paid, in cash, to Agent for the limitationsratable benefit of Lenders, if any, on an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any Guarantor’s obligations hereunder pursuant to Borrower becoming the preceding sentence, it is subject of a case under the intention of the parties hereto that any rights of subrogation, indemnification Bankruptcy Code or contribution which such Guarantor may have under this Guaranty, any other agreement applicable Law, would have accrued on such Guaranteed Obligations, whether or applicable law shall be taken into accountnot a claim is allowed against such Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Agent and Lenders as aforesaid.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligationsprincipal of and interest (including any interest, includingfees, without limitation, costs or charges that would accrue but for the provisions of (i) the principal Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany other Debtor Relief Laws) on the Loans made by the Lenders to, and (iii) the Notes held by each Lender of, the Borrower, and all other amounts payable Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the Borrower under terms thereof (such obligations, including any future increases in the Credit Agreement and the other Loan Documentsamount thereof, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to herein collectively as called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Upon the failure by The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay punctually in full when due (whether at stated maturity, by acceleration or otherwise) any such amountof the Guaranteed Obligations, subject to the Guarantors will promptly pay the same in cash, without any applicable grace demand or notice whatsoever, and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Documents or thereafter ceases Document to be liable. Each the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Guarantors hereby waives Commodity Exchange Act, as amended at the time (i) any and all benefits and defenses transaction is entered into under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantya Secured Hedge Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the amount guaranteed by each Guaranteed Obligations of such Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 include (x) in the case of clause (i) above, such transaction and (y) in the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount case of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guarantyclause (ii) above, any other agreement or applicable law shall be taken into accounttransactions under Secured Hedge Agreements as of such date.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as follows: the Company hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of each Designated Subsidiary Borrower to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event the Company agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Company, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyeach Designated Subsidiary Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether 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 Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower or any Subsidiary 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 Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower 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 the obligations of any Guarantor hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond Xxxxxx and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) In order to induce the Banks to enter ------------ into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby irrevocably agrees with the Banks as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Borrower to the Secured Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Secured 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) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all each other amounts payable by Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letter of Credit, Holdings (the "Guarantor") hereby irrevocably and unconditionally guarantees, jointly and severally agree with the other Guarantors, Banks as follows: the Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Guarantor unconditionally promises to pay such amount at indebtedness to the place and in the manner specified in the Credit Agreement Guaranteed Creditors, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Guaranteed Creditors in collecting any of execution the Guaranteed 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrower), then and all benefits and defenses under CC Section 2809 and in such event the Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon the Guarantor, notwithstanding any other provision revocation of this GuarantyGuaranty or other instrument evidencing any liability of the Borrower, and the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extentsame extent as if such amount had never originally been received by any such payee. The Collateral Agent shall have the exclusive right to enforce all rights and claims under this Section 13 against the Guarantor, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 on behalf of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Creditors.

The Guaranty. Each of the Guarantors Guarantor hereby unconditionally, absolutely and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual prompt payment and performance of all Indebtedness of Borrower to Lender when due (due, whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the ObligationsIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCshazardous waste indemnities), and (iii) all other amounts payable by costs and expenses relating to or arising out of the Indebtedness now or hereafter owing from Borrower to Lender. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Credit Agreement Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance liability of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty exclusive of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses Guarantor’s liability under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed guaranties signed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations Guarantor. Guarantor’s liability hereunder shall not be exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount This Guaranty is a guaranty of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention payment and performance when due and not of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountcollection.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as follows: the Company hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of each Designated Subsidiary Borrower to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever 77 made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event the Company agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Company, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyeach Designated Subsidiary Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.