Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the The Subsidiary Guarantors hereby unconditionally jointly and severally guarantees guarantee to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedand the Lenders, as primary obligor and not as suretytheir successors and assigns, the prompt full and punctual payment of all Obligations in full when due or performance (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the Obligations, including (i) principal of and interest on the Loans, (ii) all fees and other amounts and Obligations from time to time owing to the Administrative Agent and the Lenders by the Borrower and each other Obligor under this Agreement or under any other Loan Document, in each case strictly in accordance with the terms thereofhereof and thereof and (iii) the punctual and faithful performance, keeping, observance and fulfillment by the Borrower and Subsidiary Guarantors of all the agreements, conditions, covenants and obligations of the Borrower and Subsidiary Guarantors contained in the Loan Documents (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any of the Obligations are not paid other Obligor shall fail to pay any amount in full when due or perform any such obligation (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Subsidiary Guarantors will, jointly and severally, will promptly pay the samesame or perform such obligation at the place and in the manner specified herein or in the relevant Loan Document, as the case may be, without any demand or notice whatsoever, and that in the case of any extension of time of payment or performance or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full or performed when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with the Borrower or any Subsidiary, each Secured Swap Provider that enters into a Loan Party, Swap Contract with the Borrower or any Subsidiary and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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 hereby jointly direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and severally guarantees to each Lenderthe entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Credit Agreement Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not paid of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall exclude 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 Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the Guarantors hereby United States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of all Obligations in full “Borrower”) to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due and (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwisec), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case liability of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness. 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 outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorbe joint and several.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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 hereby jointly direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and severally guarantees to each Lenderthe entering into of such Secured Bank Product Obligations, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement Credit Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Party Guaranty is a guaranty of payment and not paid of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Party shall exclude 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 Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with if any Guarantor is deemed to have been rendered insolvent as a Lender or Affiliate result of a Lender or Treasury Management Agreements with a Lender or Affiliate its guarantee obligations under this Section 11.1 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of a Lender, (i) the obligations of each such Guarantor under this Agreement and the other Loan Documents Section 11.1 shall be limited to an aggregate the maximum amount equal to of the largest amount Obligations of the Borrower that would not render such Guarantor may guaranty without rendering the obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a such Guarantor that are guaranteed under this Guaranty shall exclude Section 11.1 void or voidable under any Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. Each of the Guarantors (other than the Company) hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Each of the Guarantors (other than the Company) hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors (other than the Company) 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign 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 Company 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 Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this 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 Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each LenderSwap Contract Provider, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter providedand each Lender, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each For valuable consideration, the undersigned ("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 jointly United States, any and severally guarantees to each Lenderall Indebtedness of GSE Systems, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyInc. and GSE Power Systems, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyInc. (collectively, the prompt payment of all Obligations in full "Borrower") to Bank when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. 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 outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other Loan Documents guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor's liability hereunder shall not 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 such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). 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 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Collateral Agent, each Affiliate for the benefit of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedSecured Parties, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to a Swap Contract or Hedge Bank, each Treasury Management Agreement with a Loan PartyBank, and each other holder of the Administrative Agent as hereinafter providedObligations, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsCredit Documents or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents (a) shall be limited exclude any Excluded Swap Obligations with respect to such Guarantor and (b) shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under Applicable Insolvency Laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, 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 Applicable Insolvency Laws) on the Notes, 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 when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers) guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severallyseverally (subject to Section 2.16(b) in the case of Designated Borrowers), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law, (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedother Guarantors guarantees, as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Party and their respective successors and assigns, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations (other than with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereofthereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if any of the Obligations are not paid Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors will, jointly and severally, will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsCredit Documents or Swap Contracts, Swap Contracts with if any Guarantor is deemed to have been rendered insolvent as a Lender or Affiliate result of a Lender or Treasury Management Agreements with a Lender or Affiliate its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of a Lender, (i) the obligations of each such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum amount equal to of the largest amount Obligations of the Borrower that would not render such Guarantor may guaranty without rendering the obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a such Guarantor that are guaranteed under this Guaranty shall exclude Section 11.01 void or voidable under any Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe Loans, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Agent, the Lenders, the Hedge Banks, the Cash Management Banks and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and Laws, (ii) the Obligation of a Guarantor that are Obligations guaranteed under this Guaranty Section 4.01 shall exclude at no time include any Excluded Swap Obligations with respect to such GuarantorObligations.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a the Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of Credit Document, any other document relating to the Loan DocumentsObligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, the Loans: (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law; and (iib) the Obligation of a Obligations being guaranteed by each Guarantor that are guaranteed under pursuant to this Guaranty Article XI shall exclude any all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of the Guarantors Guarantors, if any, hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and 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 the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantors, if any, hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor (in its capacity as such), if any, under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, Lender or each Affiliate of a Lender party to that enters into a Swap Contract and, to the extent provided therein, to each Lender or Affiliate of a Lender that enters into a Treasury Management Agreement with a Loan Partythe Borrower or any Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Secured Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Secured Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is in addition to any other guaranties of the Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the Obligations guaranteed by each Guarantor under this Article IV, shall only include the Obligations for which such Guarantor is defined as a Guarantor of pursuant to the definition of “Guarantor”, and (ii)the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 other Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyHedging Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsCredit Documents or Hedging Agreements, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations maximum liability of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall in no event exceed the maximum amount which can be limited to an aggregate amount equal guaranteed by such Guarantor under applicable federal and state laws relating to the largest amount that would not render such obligations subject insolvency of debtors and fraudulent conveyance or transfers (after giving effect to avoidance under the Debtor Relief Laws or any comparable provisions right of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorcontribution established in Section 4.6).

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (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 Documents shall be limited (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and (b) no Foreign Subsidiary or any comparable provisions Affected Domestic Subsidiary shall, directly or indirectly, be a Guarantor of or pledgor to secure, the Obligations, nor shall the Equity Interests of any such Subsidiary in excess of 65% (or such greater percentage that, due to a change in an applicable state law Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (iiB) could not reasonably be expected to cause any material adverse tax consequences) of the Obligation issued and outstanding Equity Interests entitled to vote (within the meaning of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect Treas. Reg. Section 1.956-2(c)(2)) be pledged as collateral to such Guarantorsecure the Obligations.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, the Loans: (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law; and (iib) the Obligation of a Obligations being guaranteed by each Guarantor that are guaranteed under pursuant to this Guaranty Article XI shall exclude any all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the Lender and each Affiliate of a the Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). 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 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Collateral Agent, each Affiliate for the benefit of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedSecured Parties, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.. Section 4.2

The Guaranty. Each of the Guarantors Credit Parties hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors Credit Parties hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors Credit Parties 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 Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the guaranty obligations of each Guarantor under this Agreement and the other Loan Documents Credit Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws U.S. Bankruptcy Code or any comparable provisions of any applicable state law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or reimbursement which such Guarantor may have in respect of this Guaranty, any other agreement or applicable law and (ii) shall be taken into account. To the Obligation of extent that any Guarantor shall make a Guarantor that are guaranteed payment under this Guaranty shall exclude (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any Excluded Swap Obligations with respect other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other than Unliquidated Obligations), the termination or expiry of all Commitments and termination of this Credit Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the Guarantors hereby United States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc., (individually and collectively, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of all Obligations in full “Borrower”), to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case liability of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness. 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 outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorbe joint and several.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this Agreement any Designated Financial Contract, and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Designated Financial Contract and the other Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”); provided that the liability of any Guarantor hereunder shall not exceed the maximum amount of the claim which could then be limited to an aggregate amount equal to recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the largest amount that would not render such obligations subject to avoidance Bankruptcy Code or under the Debtor Relief Laws or any comparable provisions of any applicable state law Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Upon failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and (ii) in the Obligation manner specified in the Credit Agreement, any Designated Financial Contract or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

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 hereby jointly and severally guarantees direct benefits to each Lender, each Affiliate be received by Holdings from the proceeds of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Loans and the Administrative Agent as hereinafter providedissuance of the Letters of Credit, Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with , of any and all of the terms thereofGuaranteed Obligations. The Guarantors hereby further agree that if If any of the Guaranteed Obligations are not paid becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, on demand, together with any and all expenses which may be actually incurred by the Guaranteed Creditors in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of a Guarantor that are guaranteed under this Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall exclude 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 Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.. Section 4.2

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Approved Counterparty under a Secured Swap Contract, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicableapplicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of Person that is a Lender party to a Secured Swap Contract or Secured Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each For valuable consideration, the undersigned (“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 jointly United States, any and severally guarantees all Indebtedness of Apple RElT Ten, Inc. (“Borrower”) to each LenderBank when due, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all Interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. 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 outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other Loan Documents guaranties signed by Guarantor, If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor’s liability hereunder shall not 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 such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to (a) each Lender, (b) each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, (c) each Person (and/or applicable affiliate thereof) that (i) is party to a Swap Contract with a Loan Party that was (A) in effect on the Closing Date and such Person was a Lender as of the Closing Date or (B) entered into after the Closing Date and such Person was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into, and (ii) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 and (d) the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this Agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors (other than the Company) hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Each of the Guarantors (other than the Company) hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors (other than the Company) will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of - 84 - time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign 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 Company 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 Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited not exceed to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Warburg Guarantors hereby jointly and severally guarantees to the Agent, for the ratable benefit of each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that In addition, if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), each of the Warburg Guarantors will, hereby jointly and severally, promptly severally promises to pay the samesame promptly, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, to pay the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. This guarantee is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Warburg Guarantor other than US Warburg under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to (a) each Lender, (b) each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, (c) each Person (and/or applicable affiliate thereof) that (i) is party to a Swap Contract with a Loan Party that was (A) in effect on the Effective Date and such Person was a Lender as of the Effective Date or (B) entered into after the Effective Date and such Person was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into, and (ii) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 and (d) the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each Person that becomes a Guarantor pursuant to the provisions of the Guarantors hereby this Agreement agrees to jointly and severally guarantees guaranty to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into Bank Products or a Swap Contract Hedging Transaction with the Borrower or Treasury Management Agreement with a Loan Partyany Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Each such Guarantor hereby further agree agrees that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors such Guarantor 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Credit Documents or Swap Contracts with Guarantor is deemed to have been rendered insolvent as a Lender or Affiliate result of a Lender or Treasury Management Agreements with a Lender or Affiliate its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of a Lender, (i) the obligations of each such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum amount equal to of the largest amount Obligations of the Borrower that would not render such Guarantor may guaranty without rendering the obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a such Guarantor that are guaranteed under this Guaranty shall exclude Section 11.01 void or voidable under any Excluded Swap Obligations with respect to such Guarantor.fraudulent conveyance or fraudulent transfer law. 132

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation obligations of a Guarantor that are guaranteed INTL Trading, Inc. under this Agreement and the other Loan Documents shall not exceed an amount equal to the largest amount that would not result in a violation of SEC Rule 15c3-1. The Guaranty shall exclude any Excluded Swap Obligations with respect of INTL Commodities is subordinated pursuant to such Guarantorthe terms of the Subordination Agreement.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Issuing Bank, the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this 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 Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the 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 amount or perform such obligation, 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 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. All payments shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantormade in Dollars.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, 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, Guaranteed Swap Contracts with a Lender Agreements or Affiliate of a Lender or Guaranteed Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each On and after the Funding Date, each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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 hereby jointly and severally guarantees direct benefits to each Lenderbe received by the Corporation from the proceeds of the Loans, each Affiliate the issuance of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Letters of Credit and the Administrative Agent entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as hereinafter providedfollows: the Corporation hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , 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 Corporation 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Guaranteed Obligations. This Corporation Guaranty is a guaranty of payment and not paid of collection. This Corporation Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Alternate Currency Revolving Loan Borrowers and any other Guaranteed Party), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of a Guarantor that are guaranteed under this Corporation Guaranty or any other instrument evidencing any liability of any Alternate Currency Revolving Loan Borrower or any other Guaranteed Party, and the Corporation shall exclude 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 Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of Guarantor unconditionally guarantees, jointly with the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Partyother Guarantors, and the Administrative Agent as hereinafter providedseverally, as a primary obligor and not merely as a surety, : (x) the prompt due and punctual payment of all Senior Credit Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid Borrowers, whether now or hereafter due, owing or incurred in full when due any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (whether at stated maturityand including all liabilities in connection with any notes, as a mandatory prepayment, bills or other instruments accepted by acceleration or otherwiseany Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof and (y) the Guarantors willdue and punctual performance of all covenants, jointly agreements, obligations 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 liabilities of the Borrowers and the Other Loan Parties under or pursuant to the Loan Documents and the other Finance Documents (all such monetary and other obligations being herein collectively referred to as the “Guaranteed Obligations, the same will be promptly paid ”). Anything contained in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision this Agreement to the contrary contained herein or in any other of the Loan Documentsnotwithstanding, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an a maximum aggregate amount equal to the largest greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Debtor Relief Laws United States Code or any comparable provisions of any 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 Table of Contents Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrowers or any of their 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, the Collateral Agent on behalf of the Finance Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Obligation 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 a 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 provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrowers of obligations arising under guaranties by such parties (including the agreements in Article II). If any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that are guaranteed under this Guaranty is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall exclude any Excluded Swap be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretysurety (except with respect to CNL Retirement PC1 Friendship Heights MD, LP, which shall be a surety and not a primary obligor), the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender (including the Swing Loan Lender and the Issuing Lender), each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyHedge Provider, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations and the Hedge Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations and/or the Hedge Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 and/or the Hedge Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderany Derivatives Contracts, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents and Derivatives Contracts shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorXxxxxxxxx.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into Bank Products or a Swap Contract Hedging Transaction with the Borrower or Treasury Management Agreement with a Loan Partyany Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due CHAR1\1812724v7 (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and if the Obligations would otherwise be held or any comparable provisions determined to be avoidable on account of any applicable state law the amount of such Guarantor’s liability under this Article XI, then the amount of such liability shall be automatically limited and reduced to the highest amount that is valid and enforceable and (iib) no Foreign Borrower shall guarantee the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorthe Domestic Credit Parties.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation of a no Guarantor that are guaranteed shall be deemed under this Guaranty shall exclude Section 4 to be a guarantor of any Excluded Obligations arising under any Swap Obligations Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with respect to the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such Guarantor.obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or 72

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate 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 any Borrower to pay punctually any such amount equal to the largest amount that would not render or perform such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this 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 Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of the other Loan Parties, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors The Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each the Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Guaranteed Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, in any Secured Swap Contracts with a Lender or Affiliate of a Lender or Contracts, in any Secured Treasury Management Agreements with a Lender or Affiliate in any Secured Bilateral Letters of a LenderCredit, (i) the obligations of each Guarantor (other than the Parent) under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of any applicable state law and (ii) law. Notwithstanding any provision to the Obligation contrary contained herein or in any other of the Credit Documents or in any Secured Swap Contracts, Obligations of a Guarantor that are guaranteed under this Guaranty Credit Party shall exclude any Excluded Swap Obligations with respect to such GuarantorCredit Party.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under this 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 Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers) guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severallyseverally (subject to Section 2.16(b) in the case of Designated Borrowers), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. xcii Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law, (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Secured Hedge Agreements, Secured Cash Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions 104 of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors The Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a L/C Issuer, each Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Guaranteed Swap Contracts with a Lender or Affiliate of a Lender or Guaranteed Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each the Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of (i) the Principal Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations, (ii) the Existing APP Guarantors hereby jointly and severally irrevocably guarantees to the Administrative Agent and each of the holders of the APP Obligations, (iii) Luxco hereby jointly and severally guarantees with the Principal Guarantors to the Administrative Agent and each of the holders of the New Finco1 Obligations and (iv) New Finco1 hereby jointly and severally guarantees with the Principal Guarantors to the Administrative Agent and each of the holders of the Luxco Obligations, in each case as hereinafter provided, provided and as primary obligor and not as surety, the prompt payment of all Guaranteed Obligations of the respective Guarantor in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations in respect of which they have given this guaranty are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the relevant 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 relevant Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any other provision to the contrary contained herein or in any other of Loan Document, the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of amount guaranteed by each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code of the United States or any comparable provisions of under any applicable state law and (ii) Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar Debtor Relief Law. In determining the Obligation limitations, if any, on the amount of a 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 that are guaranteed may have under this Guaranty Guaranty, any other agreement or applicable law shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each The Company hereby unconditionally guaranties the due and punctual payment of all obligations (including, without limitation, the obligation to pay the principal amount of and interest on each Advance) of each Borrowing Subsidiary arising under this Agreement when due, whether by required prepayment, declaration, demand or otherwise (including amounts which would become due but for the operation of the Guarantors hereby jointly and severally guarantees to each Lenderautomatic stay under Section 362(a) of the Bankruptcy Code, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party11 U.S.C. § 362(a)) (the “Borrowing Subsidiary Obligations”), and agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred by the Administrative Agent as hereinafter providedand the Banks in enforcing any rights under this Article 11 (to the extent covered by Section 13.3). The obligations of the #96432516v4 Company under this Article 11, as primary obligor they may be amended, modified or supplemented from time to time, are sometimes referred to in this Article 11 as this “Guaranty”. The Company agrees that this Guaranty constitutes a guaranty of payment when due and not as surety, of collection and waives any right to require that any resort be had by the prompt Administrative Agent or any Bank to any security held for payment of all the Borrowing Subsidiary Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Bank in full favor of the Company or any Borrowing Subsidiary or any other Person. The Company agrees, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Bank may have at law or in equity against the Company by virtue hereof, upon the failure of any Borrowing Subsidiary to pay any of its Borrowing Subsidiary Obligations when due (and as the same shall become due, whether at stated maturity, as a mandatory by required prepayment, by acceleration declaration, demand or otherwise) strictly in accordance with otherwise (including amounts which would become due but for the terms thereof. The Guarantors hereby further agree that if any operation of the Obligations are not paid in full when due (whether at stated maturityautomatic stay under Section 362(a) of the Bankruptcy Code, as a mandatory prepayment, by acceleration or otherwise11 U.S.C. § 362(a)), the Guarantors willCompany will forthwith pay, jointly and severallyor cause to be paid, promptly pay in cash, to the same, without any demand or notice whatsoever, and that in Administrative Agent for the case of any extension of time of payment or renewal of any ratable benefit of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to Banks an aggregate amount equal to the largest sum of the unpaid principal amount that would not render of such obligations subject to avoidance under Borrowing Subsidiary Obligations then due as aforesaid, accrued and unpaid interest on such Borrowing Subsidiary Obligations (including, without limitation, interest which, but for the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation filing of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations petition in bankruptcy with respect to such GuarantorBorrowing Subsidiary (including without limitation, the Company), would accrue on such Borrowing Subsidiary Obligations).

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations Guarantors with respect to such Guarantorobligation 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 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.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Section 4.1 Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantor.be taken into account. Obligations

The Guaranty. Each For consideration, the adequacy and sufficiency of which is acknowledged, each of the Guarantors Guarantors, for the purpose of seeking to induce the Administrative Agent and the Lenders to enter into this Agreement and extend credit or otherwise provide financial accommodations to the Borrower, hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Without limiting the generality of the foregoing, each Guarantor hereby unconditionally promises (a) to pay to the Administrative Agent and the Lenders on demand, in Dollars, all Obligations of the Borrower to the Administrative Agent and/or the Lenders, and (b) to perform all undertakings of the Borrower in connection with the Obligations. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any Each Guarantor acknowledges and agrees that the extensions of credit and provision of financial accommodations to or for the benefit of the Borrower will be to the contrary contained herein or in any other of the Loan Documentsdirect and indirect interest, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations advantage and benefit of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors The Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 DocumentsDocuments or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each the Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyother Subsidiary Guarantors, the prompt full and payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturitySecured Obligations, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the sameincluding, 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderlimitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Letters of each Guarantor Credit, (iii) all other amounts payable by any Borrower under this the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such Documents, including, without limitation, all obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions in respect of any applicable state law Secured Cash Management Agreement, obligations in respect of any Secured Hedge Agreement and Foreign Subsidiary Secured Obligations, and (iiiv) the Obligation performance, keeping, observance, and fulfillment by any Borrower of a all of the agreements, conditions, covenants, and obligations of such 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 Subsidiary Guarantor that are guaranteed under this Guaranty shall exclude of (or grant of security interest by any Subsidiary Guarantor to support, as applicable) any Excluded Swap Obligations with respect of such Subsidiary Guarantor for purposes of determining any obligations of any Subsidiary Guarantor). Upon the failure by any Borrower or any other Subsidiary Guarantor, as applicable, to pay any such Guarantoramount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Subsidiary 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 Subsidiary Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each This Guaranty, dated as of July 6, 2004, is given by the Guarantors hereby undersigned, jointly and severally guarantees (each a "Guarantor" and collectively, the "Guarantors"), in favor of Union Bank of California, N.A., as Administrative Agent ("Agent") and to each Lenderof the Lenders as defined in the Revolving/Term Loan Credit Agreement dated July 6, 2004, by and among Xxxxxxxx, Inc., a Delaware corporation ("Borrower"), each Affiliate of a Lender lender from time to time party to a Swap Contract or Treasury Management Agreement with a Loan Partythereto, and Union Bank of California, N.A. as Administrative Agent, and L/C Issuer (all as defined therein) (the Administrative "Credit Agreement") (the Agent and each of the Lenders hereinafter collectively referred to as hereinafter provided"Lenders"). For valuable consideration, as primary obligor each Guarantor hereby unconditionally guarantees and not as suretypromises to pay promptly to Lenders, or order, in lawful money of the prompt payment United States, any and all Indebtedness of all Obligations in full Borrower to Lenders when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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 Obligationsat all times thereafter, the same will be promptly paid in full when due (whether at extended maturity, subject to such limitations on each Guarantor's liability as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewalare set forth below. Notwithstanding any provision to the contrary contained herein or in This Guaranty is cumulative and does not supersede any other of outstanding guaranties, and the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations liability of each Guarantor under this Agreement Guaranty is exclusive of each Guarantor's liability under any other guaranties signed by each Guarantor. The obligations of all Guarantors under this Guaranty shall be joint and the other Loan Documents several. The liability of each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance Indebtedness under the Debtor Relief Laws Loan Documents (as defined herein) and shall not exceed at any one time the sum of (a) the principal amount of the Indebtedness under such Loan Documents plus (b) all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness under such Loan Documents and under any Swap Contract (as defined in the Credit Agreement) now or hereafter entered into between Borrower and any Lender or any comparable provisions Affiliate of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLender.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Lenders and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 herein, in any other of the Loan Documents, Lender Provided Swap Contracts with a Agreements, Other Lender Provided Financial Service Products or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.. CHAR1\0000000x0

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Additionally, the Company guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations of the Guarantors, UAP and the Designated Borrowers in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company 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, as a mandatory Cash Collateralization or otherwise), the Company 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, the same will be promptly paid in full when due (whether at extended maturity, as 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to a Swap Contract or Hedge Bank, each Treasury Management Agreement with a Loan PartyBank, and each other holder of the Administrative Agent as hereinafter providedObligations, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Credit Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws and (b) no Guarantor shall be deemed under this Article IV to be a guarantor of any obligations under Hedge Agreements with Hedge Banks if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Commodity Exchange Act (“CEA”), as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the CEA, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any comparable provisions other applicable law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of any applicable state law and (ii) the Obligation Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the CEA shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law. Obligations Unconditional . The obligations of the Guarantors under Section 11.01 are joint and (ii) several, absolute and unconditional, irrespective of the Obligation value, genuineness, validity, regularity or enforceability of any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that are guaranteed such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Guaranty Article XI until such time as the Obligations have been Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall exclude not alter or impair the liability of any Excluded Swap Obligations with respect to such Guarantor.Guarantor hereunder which shall remain absolute and unconditional as described above:

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedGuarantor, as primary obligor and not as merely a surety, hereby unconditionally and irrevocably guarantees to the prompt payment of all Obligations in full when due Administrative Agent that it will pay to the Borrower (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwisea) strictly in accordance with for the terms thereof. The Guarantors hereby further agree that if any benefit of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)Lender Parties, the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case amount of any extension Cash Diversion promptly upon becoming aware thereof, (b) for the benefit of time of the Revolving Lenders, the payment or renewal of any of the ObligationsBorrower’s Revolving Loan Commitment Fee payment obligations as and when such obligations become due and payable, (c) for the benefit of the LC Lenders, the same will be promptly paid in full payment of any of the Borrower’s LC Commitment Fee payment obligations as and when such obligations become due and payable, (whether at extended maturityd) for the benefit of the Agents, as a mandatory prepaymentthe payment of Additional Expenses, by acceleration or otherwisefees, costs, indemnities and expenses (including reasonable attorney’s fees and disbursement, but excluding any Commitment Fees and Letter of Credit Fees) in accordance with the terms of such extension or renewal. Notwithstanding any provision due and payable to the contrary contained herein or Agents (in any other their capacities as Agents) as and when such obligations become due and payable during the Availability Period, (e) for the benefit of the Loan DocumentsLenders, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) all amounts payable by the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal Borrower to the largest amount that would not render Manager under the Management Agreement as and when such obligations subject to avoidance under become due and payable during the Debtor Relief Laws or any comparable provisions of any applicable state law Availability Period and (iif) [***] (all such obligations set forth in subclauses (a) through (f), collectively defined as the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor“Guaranteed Obligations”).

The Guaranty. Each of This Guaranty is given by the Guarantors hereby undersigned, jointly and severally guarantees (each a "Guarantor" and collectively, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent ("Agent") and to each Lenderof the Lenders as defined in the Credit Agreement dated April 24, 2003, by and among Xxxxxxxx, Inc., a Delaware corporation ("Borrower"), each Affiliate of a Lender lender from time to time party to a Swap Contract or Treasury Management Agreement with a Loan Partythereto, and Bank of America, N.A. as Administrative Agent, and L/C Issuer (all as defined therein) (the Administrative "Credit Agreement") (the Agent and each of the Lenders hereinafter collectively referred to as hereinafter provided"Lenders"). For valuable consideration, as primary obligor each Guarantor hereby unconditionally guarantees and not as suretypromises to pay promptly to Lenders, or order, in lawful money of the prompt payment United States, any and all Indebtedness of all Obligations in full Borrower to Lenders when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree 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), 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 Obligationsat all times thereafter, the same will be promptly paid in full when due (whether at extended maturity, subject to such limitations on each Guarantor's liability as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewalare set forth below. Notwithstanding any provision to the contrary contained herein or in This Guaranty is cumulative and does not supersede any other of outstanding guaranties, and the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations liability of each Guarantor under this Agreement Guaranty is exclusive of each Guarantor's liability under any other guaranties signed by each Guarantor. The obligations of all Guarantors under this Guaranty shall be joint and the other Loan Documents several. The liability of each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance Indebtedness under the Debtor Relief Laws Loan Documents (as defined herein) and shall not exceed at any one time the sum of (a) the principal amount of the Indebtedness under such Loan Documents plus (b) all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness under such Loan Documents and under any Swap Contract (as defined in the Credit Agreement) now or hereafter entered into between Borrower and any Lender or any comparable provisions Affiliate of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLender.