Common use of Guaranty Clause in Contracts

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Subsidiary Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Obligations (for each Subsidiary Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of such Subsidiary Guarantor shall exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor and agrees (b) the liability of such Subsidiary Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction Documentapplicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor’s liability hereunder , and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall extend not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor, or any of them, under this Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all amounts that constitute part of the foregoing (other than a defense as to the payment in full of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyObligations). (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsGuarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of and all Obligations (for the Company or any Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of the Guarantor shall exclude any Excluded Swap Obligations with respect to the Guarantor and agrees (b) the liability of the Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction Documentapplicable Law. Without limiting the generality of the foregoing, each the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor’s liability hereunder , and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall extend not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantor, or any of them, under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all amounts that constitute part of the foregoing (other than a defense as to the payment in full of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyObligations). (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses ; provided that (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsGuarantor hereby absolutely and unconditionally guarantees, jointly and severally, hereby unconditionally as a guaranty of payment and irrevocablyperformance and not merely as a guaranty of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Lenders, indemnifications and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Lenders in connection with the collection or to become due under any enforcement thereof). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent demonstrable error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent foregoing. Anything contained in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantorcontrary notwithstanding, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty the Guarantor and the Guaranteed Obligations Lenders that the obligations of each the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount that would not render its obligations hereunder subject to avoidance as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceconveyance under Section 548 of the Bankruptcy Code of the United States (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, the Guarantor’s obligations with respect to the Obligations or any payment made pursuant to such Obligations would, but for the operation of the first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws, the amount of the Guarantor’s obligations with respect to the Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render the Guarantor’s obligations with respect to the Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against the Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Lenders hereunder against the Guarantor in such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and neither the Guarantor, the Borrower nor any other Person shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, jointly and severallyseverally with the other Guarantors, hereby unconditionally and irrevocablyprompt payment when due, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof pursuant to become due under any Section 11.04). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive absent manifest error for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, Each Guarantor hereby jointly and severally, hereby severally and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, irrevocably guarantees the punctual paymentpayment when due, as and when due and payablewhether at stated maturity, by stated maturity acceleration or otherwise, of all ObligationsObligations of the Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest, make-whole and other amounts interest that accrue accrues after the commencement of any Insolvency Proceeding of the Company or any GuarantorBorrower, whether or not the payment of such interest, makea claim for post-whole and/or other amounts are enforceable or are allowable filing interest is allowed in such Insolvency Proceeding), and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise (such obligations, to become due under any of the Transaction Documents (all of extent not paid by the foregoing collectively Borrowers, being the “Guaranteed Obligations”), and agrees to pay (without duplication of any amounts payable under Section 12.04) any and all costs reasonable and documented out-of-pocket expenses (including counsel reasonable and documented out-of-pocket fees and expensesexpenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by the Collateral Agent Agents and the Lenders in enforcing any rights under the guaranty set forth in this Guaranty or any other Transaction DocumentARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company Borrowers to the Collateral Agent or any Buyer under the Securities Purchase Agreement Agents and the Notes Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each GuarantorBorrower. Notwithstanding any of the foregoing, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of each any Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to exceed the maximum amount as will result in the Guaranteed Obligations of such Guarantor could guarantee under this Guaranty not constituting a fraudulent transfer any bankruptcy, insolvency or conveyanceother similar law.

Guaranty. (a) The GuarantorsSubject to this Article X, each of the Guarantors hereby, jointly and severally, hereby unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and irrevocably, guaranty delivered by the Trustee and to the Collateral AgentTrustee and its successors and assigns, for the benefit irrespective of the Collateral Agent validity and the Buyersenforceability of this Indenture, the punctual paymentNotes or the obligations of the Issuers hereunder or thereunder, as that: (a) the principal (and any premium) of and interest on the Notes shall be promptly paid in full when due and payabledue, whether at maturity, by stated maturity acceleration, redemption or otherwise, and interest on the overdue principal of all Obligationsand interest on the Notes, includingif any, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceedingif lawful, and all feesother obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, interestall in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts that same shall be promptly paid in full when due or to become due under any performed in accordance with the terms of the Transaction Documents (all extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the foregoing collectively being validity, regularity or enforceability of the “Guaranteed Obligations”)Notes or this Indenture, and agrees the absence of any action to pay enforce the same, any and all costs and expenses (including counsel fees and expenses) incurred waiver or consent by any Holder of the Collateral Agent in enforcing Notes with respect to any rights under this Guaranty provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other Transaction Documentcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Without limiting Subject to Section 6.06 hereof, each Guarantor hereby waives, to the generality extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the foregoingIssuers, each Guarantor’s liability hereunder any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Guaranty shall extend to all amounts that constitute part not be discharged except by complete performance of the Guaranteed Obligations obligations contained in the Notes and would be owed this Indenture. If any Holder or the Trustee is required by the Company any court or otherwise to return to the Collateral Agent Issuers, the Guarantors or any Buyer under custodian, trustee, liquidator or other similar official acting in relation to either the Securities Purchase Agreement Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Notes but Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance purposes of this Guaranty, the Collateral Agent and each Buyernotwithstanding any stay, hereby confirms that it is the intention of all injunction or other prohibition preventing such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes acceleration in respect of the Bankruptcy Codeobligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act such obligations (whether or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty not due and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers payable) shall forthwith become due and payable by the Guarantors hereby irrevocably agree that for the Guaranteed Obligations purpose of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceGuaranty.

Guaranty. (a) The Guarantors, jointly Each Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Credit Parties, indemnifications arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Credit Parties in connection with the collection or to become due under any enforcement thereof). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses foregoing. Each Qualified ECP Guarantor (including counsel fees the Borrower) hereby jointly and expensesseverally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of each such Loan Party’s obligations (a) incurred by the Collateral Agent in enforcing any rights respect of Swap Contracts to which it is a party and (b) under this Guaranty or any other Transaction Document. Without limiting the generality in respect of the foregoingSwap Obligations (provided, however, that each Guarantor’s liability hereunder Qualified ECP Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would only be owed by the Company to the Collateral Agent or any Buyer liable under the Securities Purchase Agreement and the Notes but this Section 10.01 for the fact maximum amount of such liability that they are unenforceable can be hereby incurred without rendering its obligations under this Section 10.01, or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Collateral Agent and each Buyer, hereby confirms that it is the intention termination of all such Persons this Guaranty in accordance with Section 10.06 hereof. Each Qualified ECP Guarantor intends that this Guaranty Section 10.01 constitute, and the Guaranteed Obligations of each Guarantor hereunder not constitute this Section 10.01 shall be deemed to constitute, a fraudulent transfer or conveyance for purposes of the Bankruptcy Code“keepwell, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, statesupport, or other applicable law to agreement” for the extent applicable to this Guaranty and the Guaranteed Obligations benefit of each Guarantor hereunder. To effectuate other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceCommodity Exchange Act.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), and agrees ; provided that the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably (a) The Guarantorsguarantees the full and punctual payment when due, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, declaration, acceleration, demand or otherwise, of all ObligationsObligations of each Borrower under the Credit Agreement, including, without limitation, the Notes and the other Loan Documents to which it is a party and all interest, make-whole and Obligations of each other amounts that accrue after Obligor under the commencement of any Insolvency Proceeding of the Company Loan Documents to which it is a party now or any Guarantorhereafter existing, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiumsfees, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and expenses or otherwise (including all other such amounts due or to which would become due under any but for the operation of the Transaction Documents (all automatic stay under Section 362(a) of the foregoing collectively being the “Guaranteed Obligations”United States Bankruptcy Code, 11 U.S.C. ss.362(a), and agrees to pay the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)), and (b) indemnifies and holds harmless each Secured Party and each holder of a Note for any and all costs and expenses (including counsel reasonable attorney's fees and expenses) incurred by such Secured Party or such holder, as the Collateral Agent case may be, in enforcing any rights under this Guaranty; provided, however, that the Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Secured Party or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against a Borrower or any other Transaction Document. Without limiting Obligor (or any other Person) before or as a condition to the generality obligations of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor, jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsand whether arising hereunder or under any other Loan Document or any Lender Swap Contract (including all renewals, indemnifications extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, reasonable and documented attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”); provided, that (i) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (ii) the liability of each Guarantor individually with respect to pay this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.11) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Notwithstanding anything to the contrary contained herein or elsewhere, no Guarantor shall by virtue of the joint and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights several nature of its obligations under this Guaranty or and the other Loan Documents be liable for any other Transaction DocumentGuaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor. Without limiting The Administrative Agent’s books and records showing the generality amount of the foregoingObligations shall be admissible in evidence in any action or proceeding, each Guarantor’s liability hereunder and shall extend to all amounts that constitute part be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, Each Guarantor jointly and severally, severally hereby absolutely and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesexisting and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursements, indemnifications of the Borrower to the Administrative Agent and the Lenders arising under the Credit Agreement and all instruments, agreements and other amounts due documents of every kind and nature now or to hereafter executed in connection with the Credit Agreement and other Loan Documents (including all renewals, extensions, amendments, refinancing and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become due unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of the Transaction Documents any proceeding under any Debtor Relief Laws (all of the foregoing collectively being collectively, the “Guaranteed Obligations”), . The Administrative Agent’s and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality each of the foregoing, each GuarantorLender’s liability hereunder shall extend to all amounts that constitute part books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Company genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each GuarantorGuarantor under this Guaranty, and by its acceptance each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding any other provision of this Guaranty, the Collateral Agent and amount guaranteed by each BuyerGuarantor hereunder shall be limited to the extent, hereby confirms if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of all the parties hereto that any rights of subrogation, indemnification or contribution which such Persons that Guarantor may have under this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer Guaranty, any other agreement or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancetaken into account.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Loan Party under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the illegality, genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severallyseverally guarantees, hereby unconditionally as a primary obligor and irrevocablyas a guaranty of payment and performance and not merely as a guaranty of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Collateral Agent and the Buyers, the punctual payment, as and Obligations when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Guaranteed Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Guaranteed Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”), and agrees ; provided that the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations and would liabilities, or portions thereof, which may be owed or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding. This Guaranty shall not be affected by the Company genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Obligations which might otherwise constitute a defense to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance enforceability of this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is may now have or hereafter acquire to the intention enforceability of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer in any way relating to any or conveyance for purposes all of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly Holdings and severally, each Subsidiary Guarantor hereby absolutely and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding and all of the Company or any GuarantorObligations (other than Excluded Swap Obligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrowers to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof) (the “Guarantied Obligations”). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings and each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of Holdings or any Subsidiary Guarantor under this guaranty, and Holdings and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severallyseverally guarantees, hereby unconditionally as primary obligor and irrevocablyas a guaranty of payment and performance and not merely as a guaranty of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Collateral Agent and the BuyersSecured Obligations, the punctual paymentwhether for principal, as and when due and payableinterest, by stated maturity premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower or any other Subsidiary to the Secured Parties, arising hereunder or under any other Loan Document, any Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, (b) the liability of each Guarantor, which is a Domestic Subsidiary, individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law, in each case to the extent applicable, and (c) the liability of each Guarantor which is a Foreign Subsidiary incorporated in Denmark, shall be limited to the amount equivalent to the higher of the Equity (as defined below) (x) on the date of this Agreement (or, if later, the date such entity accedes to this Agreement) and (y) at the time(s) that a payment of a Guaranteed Obligation is requested from it. Notwithstanding anything set out to the contrary in this Agreement, the obligations of each Guarantor which is a Foreign Subsidiary under this Agreement and the other Loan Documents to which it is a party shall be limited if and to the extent required to comply with Danish statutory provisions including, without limitation, all interest, make-whole Section 206(1) (as modified by Section 206(2)) of Consolidated Act No. 763 of 23 July 2019 on public and other amounts that accrue after private limited liability companies as amended and supplemented from time to time (the commencement of any Insolvency Proceeding Danish Companies Act) and (ii) Section 210(1) (as modified by Section 210(2) and Sections 211 and 212 of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”Danish Companies Act), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, jointly Holdings hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)costs, and agrees to pay any and all costs reasonable attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Secured Parties in enforcing connection with the collection or enforcement thereof), excluding, with respect to any rights Guarantor at any time, Excluded Swap Obligations with respect to such Guarantor at such time. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty Guaranty, and Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire in any other Transaction Document. Without limiting the generality way relating to any or all of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part whether arising as a result of any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyObligations. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, jointly Each Subsidiary Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding and all of the Company or any GuarantorObligations (other than Excluded Swap Obligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrowers to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof) (the “Guarantied Obligations”). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor under this Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”); provided, and agrees to pay any and all costs and expenses that: (including counsel fees and expensesi) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (ii) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsFor value received, jointly Guarantor does hereby unconditionally, absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentirrevocably guarantee, as primary obligor and when due not as a surety, to Buyer the full, complete and payable, prompt payment by stated maturity Seller of any and all amounts and payment obligations now or otherwise, of all Obligationshereafter owing from Seller to Buyer under the PPA, including, without limitation, all interestcompensation for penalties, make-whole the Termination Payment, indemnification payments or other damages, as and other amounts when required pursuant to the terms of the PPA (the “Guaranteed Amount”), provided, that accrue after the commencement Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________). The Parties understand and agree that any payment by Guarantor or Seller of any Insolvency Proceeding portion of the Company or Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any Guarantor, whether or not requirement that Buyer first attempt to collect the payment of such interestthe Guaranteed Amount from Seller, make-whole and/or any other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any guarantor of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty Amount or any other Transaction Document. Without limiting the generality Person or entity or resort to any other means of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part obtaining payment of the Guaranteed Obligations and would be owed by Amount. In the Company event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each GuarantorPPA, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all Guarantor shall promptly pay such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancerequired herein.

Guaranty. Each Guarantor, the Parent Borrower and each other Borrower, other than a Borrower that is an Excluded Subsidiary (a) The Guarantorsand for purposes of this Article XI, the Parent Borrower and each such other Borrower shall be deemed to be a Guarantor), jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise of the Loan Parties to the Creditor Parties, expense reimbursementsand whether arising hereunder or under any other Loan Document (including all renewals, indemnifications extensions, amendments, amendment and restatements, refinancings and other modifications thereof and all other amounts due costs, reasonable and documented attorneys’ fees and expenses incurred by the Creditor Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”); provided that (i) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (ii) the liability of each Subsidiary Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 11.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon the Guarantors, and all costs and expenses (including counsel fees and expenses) incurred conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Collateral Agent in enforcing any rights under this Guaranty genuineness, validity, regularity or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each BuyerGuarantor hereby, hereby confirms that to the extent permitted by applicable Law, waives any defenses it is may now have or hereafter acquire in any way relating to any or all of the intention foregoing other than the payment and performance of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of in full in cash in accordance with the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceLoan Documents.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor’s liability hereunder , and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall extend not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all amounts that constitute part of the foregoing (other than a defense as to the payment in full of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyObligations). (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses ; provided that (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, hereby unconditionally as a guaranty of payment and irrevocablyperformance and not merely as a guaranty of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Creditor Parties, indemnifications and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, amendments and restatements, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Creditor Parties in connection with the collection or to become due under any enforcement thereof). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent demonstrable error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent foregoing. Anything contained in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantorcontrary notwithstanding, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty each Guarantor and the Guaranteed Obligations Creditor Parties that the obligations of each Guarantor (other than the REIT) hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount that would not render its obligations hereunder subject to avoidance as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceconveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, but only in the event and to the extent that after giving effect to Section 10.11, such Guarantor’s obligations with respect to the Obligations or any payment made pursuant to such Obligations would, but for the operation of the first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 10.11, the amount of such Guarantor’s obligations with respect to the Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Obligations exceeds the limitation of the first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the Obligations as limited by the first sentence of this paragraph shall in all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Creditor Parties hereunder against such Guarantor in such proceeding to the maximum extent permitted by applicable Debtor Relief Laws and neither such Guarantor, the Borrower, any other Guarantor nor any other Person shall have any right or claim under such sentence that would not otherwise be available under applicable Debtor Relief Laws in such proceeding.

Guaranty. (a) The Guarantors, jointly and severally, Each Guarantor hereby unconditionally and irrevocably, guaranty guarantees to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the BuyersLender Group, the punctual payment, as full and when due and payable, by stated maturity or otherwise, prompt payment of all the Obligations, including, without limitation, all interestany interest therein (including, make-whole and other amounts that accrue without limitation, interest as provided in this Agreement, accruing after the commencement filing of a petition initiating any Insolvency Proceeding of the Company or any GuarantorProceedings, whether or not such interest accrues or is recoverable against the payment Borrowers after the filing of such interest, make-whole and/or other amounts are enforceable petition for purposes of the Bankruptcy Code or are allowable is an allowed claim in such Insolvency Proceedingproceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. (b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and all feesregardless of whether or not any Person now or hereafter responsible to the Lender Group, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of them, for the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)Obligations or any part thereof, and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations) and the Revolving Loan Commitment shall have been terminated. (c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Guarantor’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Transaction DocumentPerson or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty. (d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s liability undertakings hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would not be owed released, in whole or in part, by the Company to the Collateral Agent any action or any Buyer under the Securities Purchase Agreement and the Notes thing which might, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Collateral Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrowers, on the one hand, and any member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers. (f) The Lender Group, or any of them, may, without demand or notice of any kind upon or to any Guarantor, at any time or from time to time when any amount shall be due and payable hereunder by any Guarantor following and during the continuance of an Event of Default, if the Borrowers shall not have timely paid any of the Obligations (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor in the possession of any member of the Lender Group or under their respective control for any purpose. If and each Buyerto the extent that any Guarantor makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim which such Guarantor may have against any Borrower by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of the Lender Group. (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby confirms that it authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of all such Persons that this Guaranty each Guarantor and the Guaranteed Obligations of Administrative Agent that each Guarantor Guarantor’s obligations hereunder shall be, but not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Codein excess of, the Uniform Fraudulent Conveyance ActMaximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to mean the maximum amount as will result in the Guaranteed Obligations of which could be paid by such Guarantor under without rendering this Guaranty not constituting void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance or conveyanceother similar laws relating to the insolvency of debtors.

Guaranty. (a) The GuarantorsEach Guarantor party hereto that is a Domestic Subsidiary of Holdings and each Subsidiary of Holdings that becomes a Guarantor after the date hereof pursuant to Section 6.12, jointly and severallyseverally with each other Loan Party, hereby absolutely and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”), whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each Borrower and agrees of each other Guarantor to pay the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs costs, attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Secured Parties in enforcing any rights under this Guaranty connection with the collection or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts enforcement thereof); provided that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (ba) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guaranteed Domestic Loan Parties, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Domestic Loan Party under this Guaranty not constituting a fraudulent transfer Guaranty, and each Domestic Loan Party hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The Guarantors, jointly Each Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Lender Parties arising hereunder or under any other Loan Document (including all renewals, indemnifications extensions, amendments, refinancings and other modifications thereof and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)costs, and agrees to pay any and all costs attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Lender Parties in enforcing any rights under this Guaranty connection with the collection or any other Transaction Documentenforcement thereof in accordance with Section 11.04). Without limiting the generality of the foregoing, each Guarantorthe Obligations shall to the maximum extent permitted by applicable law include any such indebtedness, obligations and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Loan Party under any Debtor Relief Laws. The Administrative Agent’s liability hereunder shall extend to all amounts that constitute part books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of this Guarantythe Obligations or any instrument or agreement evidencing any Obligations, or by the Collateral Agent and each Buyerexistence, hereby confirms that it is validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not which might otherwise constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law defense to the extent applicable to this Guaranty and the Guaranteed Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each any Guarantor under this Guaranty at any time shall be limited (other than full payment and performance), and each Guarantor hereby irrevocably waives to the maximum amount as will result extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to any or all of the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, Each Loan Guarantor hereby agrees that it is jointly and severallyseverally liable for, hereby and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral Agent, Administrative Agent for the ratable benefit of the Collateral Agent Issuing Banks and the Buyersother Secured Parties the full and prompt payment upon the failure of the Borrowers to do so, when and as the punctual paymentsame shall become due, as and when due and payablewhether at stated maturity, by stated maturity upon acceleration or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents Secured Obligations (all of the foregoing collectively being the “Guaranteed Obligations”; provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and agrees to pay that it remains bound upon its guarantee notwithstanding any and such extension or renewal. If any or all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations becomes due and would payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Secured Parties, on demand, together with any and all expenses which may be owed incurred by the Company to the Collateral Administrative Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence other Secured Parties in collecting any of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty reimbursable in accordance with Section 9.03. Each Loan Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result Secured Parties whether or not due or payable by the Borrowers upon the occurrence of any of the events specified in Sections 7.01(f) or (g), and in such event, irrevocably and unconditionally promises to pay such indebtedness to the Guaranteed Obligations Secured Parties, on demand, in lawful money of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancethe United States.

Guaranty. (a) The GuarantorsGuarantor hereby absolutely, jointly and severallyprimarily, hereby unconditionally and irrevocablyirrevocably guarantees to Buyer, guaranty as primary obligor, as guarantor of payment and performance and not as surety or guarantor of collection and as and for its own debt, until the final and indefeasible payment in full thereof, subject to the Collateral Agentterms of this Section 2.01, for (i) the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payabledue, by stated maturity maturity, mandatory prepayment, acceleration or otherwise, of all the Guarantor Indebtedness and any amounts due under Article 5 of this Guaranty, and (ii) the full and timely performance of, and compliance with, each and every duty, agreement, undertaking, indemnity, obligation and liability of Seller under the Transaction Documents strictly in accordance with the terms thereof (collectively, the “Guarantor Obligations” and, includingtogether with the Guarantor Indebtedness, without limitationthe “Guarantor Liabilities”), all interestin each case, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company however created, arising, incurred, acquired or any Guarantorevidenced, whether primary, secondary, direct, indirect, absolute, contingent, joint, several or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceedingjoint and several, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts whether now or hereafter existing or due or to become due under any of the Transaction Documents (all of due, as the foregoing collectively being the “Guaranteed Obligations”)are amended, and agrees modified, extended, renewed or replaced from time to pay any and all costs and expenses (including counsel fees and expenses) incurred time. All payments by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty shall be in immediately available lawful money of the United States of America and without deduction, defense, set-off or counterclaim. Any amounts not paid when due shall accrue interest at the Pricing Rate applicable during the continuance of an Event of Default (such rate, the “Default Rate”). Notwithstanding any time provision to the contrary contained herein or in any of the other Transaction Documents, the obligations of Guarantor hereunder shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Requirement of Law of any state. Notwithstanding anything to the contrary contained herein, the Guarantor shall not be liable for any Guarantor Indebtedness in excess of the Guaranteed Obligations Guaranty Limit; provided, that such limitation shall not apply to the payment of such Guarantor any amounts that arise under Article 5 of this Guaranty or to any payment required pursuant to the Non-Recourse Carve Out Guaranty, which amounts under Article 5 and the Non-Recourse Carve-Out Guaranty, if applicable, are in addition to but without duplication of the amounts payable under this Guaranty not constituting a fraudulent transfer or conveyanceGuaranty.

Guaranty. (a) The GuarantorsGuarantor hereby unconditionally, jointly absolutely and severally, hereby unconditionally irrevocably guarantees and irrevocably, guaranty promises to pay to the Collateral AgentLender, for the benefit on demand and without offset, in lawful money of the Collateral Agent United States, any and all present or future indebtedness and/or obligations of Debtor owing to the BuyersLender under the Closing Documents and any amendments thereto, including, but not limited to, the punctual payment, as and when repayment to the Lender of all sums which are presently due and payableowing or which may in the future become due and owing by Debtor under the Note or otherwise (the “Guarantied Obligations”). The Guarantied Obligations shall be interpreted in the most comprehensive sense and shall include, by stated maturity without limitation, any and all advances, debts, obligations, and liabilities of Debtor, heretofore, now, or otherwisehereafter made, of all Obligationsincurred, or created, whether voluntarily or involuntarily (including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all attorneys’ fees, interestcosts, premiums, penaltiescharges, causes of actionsand/or interest owed by Debtor to the Lender, costsarising under or in connection with the Closing Documents), commissions, expense reimbursements, indemnifications and all other amounts whether due or to not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Debtor may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or hereafter become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)otherwise unenforceable, and agrees includes Debtor's prompt, full and faithful performance, observance and discharge of each and every term, condition, agreement, representation, warranty, undertaking and provision to pay any and all costs and expenses (including counsel fees and expenses) incurred be performed by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer Debtor under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, Closing Documents. The Guarantor hereby confirms acknowledges that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes wholly-owned subsidiary of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty Debtor and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor derives benefit from the financial accommodations provided by the Lender to Debtor arising under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceClosing Documents.

Guaranty. (a) The GuarantorsEach Guarantor, jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsand whether arising hereunder or under any other Loan Document (including all renewals, indemnifications extensions, amendments, refinancings and other modifications thereof and all other amounts due reasonable and documented out-of-pocket costs, attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”); provided, that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon the Guarantors, and all costs and expenses (including counsel fees and expenses) incurred conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent demonstrable error. This Guaranty shall not be affected by the Collateral Agent in enforcing any rights under this Guaranty genuineness, validity, regularity or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly and severally, Guarantor hereby unconditionally and irrevocably, guaranty absolutely, and unconditionally guarantees to the Collateral Agent, for the benefit of the Collateral Agent and each Lender the Buyersprompt, complete, and full payment when due, and no matter how the punctual paymentsame shall become due, as and when due and payableof: (i) the Notes, by stated maturity or otherwise, of including all Obligations, including, without limitationprincipal, all interest, make-whole interest thereon and all other amounts that accrue after sums payable thereunder; and (ii) All other sums payable under the commencement of any Insolvency Proceeding of the Company or any Guarantorother Obligation Documents, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications fees or otherwise; and (iii) Any and all other amounts due indebtedness or liabilities which Borrower may at any time owe to become due under Agent or any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)Lender, whether incurred heretofore or hereafter or concurrently herewith, voluntarily or involuntarily, whether owed alone or with others, whether fixed, contingent, absolute, inchoate, liquidated or unliquidated, whether such indebtedness or liability arises by notes, discounts, overdrafts, open account indebtedness or in any other manner whatsoever, and agrees to pay any and all costs and expenses (including counsel interest, attorneys' fees and expenses) incurred collection costs as may be provided by the Collateral Agent law or in enforcing any rights under this Guaranty instrument evidencing any such indebtedness or any other Transaction Documentliability. Without limiting the generality of the foregoing, each Guarantor’s liability 's obligations hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of Borrower described above in this subsection (a), or below in the Guaranteed Obligations and following subsection (b), which would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes Borrower but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving any Transaction PartyBorrower. (b) Each GuarantorGuarantor hereby irrevocably, absolutely, and by its acceptance of this Guaranty, the Collateral unconditionally guarantees to Agent and each BuyerLender the prompt, hereby confirms that it is complete and full performance, when due, and no matter how the intention same shall become due, of all obligations and undertakings of Borrower to Agent or such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer Lender under, by reason of, or conveyance for purposes pursuant to any of the Bankruptcy CodeObligation Documents. (c) If Borrower shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or exercise of any similar foreign, federal, provincial, statepower to accelerate, or otherwise, Guarantor will, forthwith upon demand by Agent, pay such Obligation in full to Agent for the benefit of Agent or the Lender to whom such Obligation is owed. If Borrower shall for any reason fail to perform promptly any Obligation, Guarantor will, forthwith upon demand by Agent, cause such Obligation to be performed or, if specified by Agent, provide sufficient funds, in such amount and manner as Agent shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Agent or such other applicable law Person as Agent shall designate. (d) If either Borrower or Guarantor fails to pay or perform any Obligation as described in the extent applicable immediately preceding subsections (a), (b), or (c) Guarantor will incur the additional obligation to this Guaranty pay to Agent, and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral will forthwith upon demand by Agent pay to Agent, the Buyers amount of any and the Guarantors hereby irrevocably agree that the Guaranteed Obligations all expenses, including fees and disbursements of each Agent's counsel and of any experts or agents retained by Agent, which Agent may incur as a result of such failure. (e) As between Guarantor under and Agent or Lenders, this Guaranty at any time shall be considered a primary and liquidated liability of Guarantor. (f) The obligations of Guarantor hereunder shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render its obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations United States Bankruptcy Code or any comparable provisions of such Guarantor under this Guaranty not constituting a fraudulent transfer any applicable state or conveyancefederal law.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof to become due under the extent not the result of any of dispute among the Transaction Documents parties hereto in which the Loan Parties are the prevailing party) (all of for each Guarantor, subject to the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by ; provided that the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Administrative Agent’s and the Lenders’ books and records showing the amount of the Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive, absent manifest error, for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof any Loan Party or any Subsidiary of a Loan Party to the Secured Parties, indemnifications arising hereunder or under any other Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement or any other agreement, document or instrument evidencing such Secured Obligations (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)costs, and agrees to pay any and all costs attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Secured Parties in enforcing any rights under this Guaranty connection with the collection or any other Transaction Documentenforcement thereof). Without limiting the generality of Notwithstanding the foregoing, each Guarantor’s the liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, irrevocably guarantees the punctual paymentpayment and performance, as and when due and payabledue, whether at stated maturity, by stated maturity acceleration or otherwise, of all Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, all interestinterest that but for the existence of a bankruptcy, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company reorganization or any Guarantorsimilar proceeding would accrue), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interestamounts owing in respect of Letter of Credit Obligations, premiumsamounts required to be provided as collateral, penaltiesindemnities, causes of actionsexpenses or otherwise (collectively, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company Borrower to the Collateral Agent Administrative Agent, the Issuing Lender or any Buyer Lender under the Securities Purchase Agreement Loan Documents and by the Notes Borrower or any of its Subsidiaries to the Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving any Transaction Partythe Borrower or such other Subsidiary. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it It is the intention of all such Persons the Guarantors and each Beneficiary that this Guaranty and the amount of the Guaranteed Obligations of guaranteed by each Guarantor hereunder shall be in, but not constitute a in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or conveyance for purposes similar Legal Requirements applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the Bankruptcy CodeGuaranteed Obligations, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and amount of the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each guaranteed by a Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations United States Bankruptcy Code or any comparable provision of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceany other applicable law.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, severally guarantees (for the benefit avoidance of the Collateral Agent and the Buyersdoubt, the punctual paymentsubject to Section 2.15(b)), as primary obligor and as a guaranty of payment and performance upon an Event of Default and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, (b) Guarantors that are Foreign Subsidiaries shall jointly and agrees severally guarantee only Secured Obligations owing from Foreign Subsidiaries, unless such joint liability will result in a material adverse tax consequent to pay any Borrower or any Subsidiary and all costs and expenses (including counsel fees and expensesc) incurred by the Collateral Agent in enforcing any rights under liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, Each Loan Guarantor hereby agrees that it is jointly and severallyseverally liable for, hereby and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably, guaranty guarantees to the Collateral AgentLenders the prompt payment when due, for the benefit of the Collateral Agent and the Buyerswhether at stated maturity, the punctual payment, as and when due and payable, by stated maturity upon acceleration or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents Secured Obligations (all of the foregoing collectively being the “Guaranteed Obligations”), and . Each Loan Guarantor further agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and would that it remains bound upon its guarantee notwithstanding any such extension or renewal. For the avoidance of doubt, unless required by applicable law, the parties hereto acknowledge and agree to report consistently therewith that each Loan Guarantor that is a Domestic Subsidiary of the U.S. Borrower shall be owed by treated as a primary obligor of the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement U.S. Borrower Guaranteed Obligations for U.S. federal and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Partystate tax purposes. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, The U.S. Borrower hereby confirms agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the intention Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of all the Secured Obligations (other than Secured Obligations that are expressly the obligations of the U.S. Borrower pursuant to the terms of any Loan Document, Hedge Agreement or Cash Management Agreement, which Secured Obligations shall continue to be the primary obligations of the U.S. Borrower) (collectively the “U.S. Borrower Guaranteed Obligations”). The U.S. Borrower further agrees that the U.S. Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such Persons that extension or renewal. The provisions of this Guaranty and Article X (other than Section 10.12) shall apply equally to the U.S. Borrower as guarantor of the U.S. Borrower Guaranteed Obligations as to the Loan Guarantors as guarantors of the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceObligations.

Guaranty. Except as otherwise provided for herein (a) The Guarantorsincluding under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severallyseverally liable for, hereby and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral AgentAdministrative Agent (acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (excluding, for the benefit avoidance of doubt, any Excluded Swap Obligation), together with any and all expenses which may be incurred by the Collateral Administrative Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable Secured Parties in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under collecting any of the Transaction Documents (all Guaranteed Obligations that are reimbursable in accordance with Section 9.03 of the foregoing Credit Agreement (collectively being the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and agrees to pay that it remains bound upon its guarantee notwithstanding any and such extension or renewal. In addition, if any or all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations become due and would be owed by the Company payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Collateral Administrative Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to benefit of the existence Secured Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the payment of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance all of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations whether or not due or payable by any Borrower upon the occurrence of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes any of the Bankruptcy Code, Events of Default specified in Sections 7.01(f) or 7.01(g) of the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the extent applicable Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Termination Date, and all liabilities to this Guaranty and which it applies or may apply under the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time terms hereof shall be limited conclusively presumed to the maximum amount as will result have been created in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancereliance hereon.

Guaranty. (ai) The GuarantorsGuarantors hereby, jointly and severally, hereby unconditionally and irrevocably, guaranty guarantee to the Collateral AgentPurchaser and its successors, for endorsees, transferees and assigns, the benefit prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (bii) Each Guarantor, and by its acceptance of this GuarantyAnything herein or in the Note to the contrary notwithstanding, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations maximum liability of each Guarantor hereunder not constitute a and under the Note shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or conveyance for purposes laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the Bankruptcy Code, liability of such Guarantor hereunder without impairing the Uniform Fraudulent Conveyance Act, guaranty contained in this Section 2 or affecting the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to rights and remedies of the extent applicable to Purchaser. (iv) The guaranty contained in this Guaranty Section 2 shall remain in full force and effect until all the Obligations and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations obligations of each Guarantor under the guaranty contained in this Section 2 shall have been satisfied by indefeasible payment in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such time). Notwithstanding the foregoing and for the avoidance of doubt, upon payment in full (other than inchoate indemnity obligations or indemnification obligations for which no claim or demand for payment, whether oral or written has been made at such time), this Guaranty shall automatically terminate, and the Purchaser shall at the Guarantors’ sole cost and expense, execute and deliver to the Guarantors such documents as the Guarantors shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchaser from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be limited deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum amount as will result in the Guaranteed Obligations liability of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancehereunder until the Obligations are indefeasibly paid in full.

Guaranty. (a) The Guarantors, jointly Any guaranty of any Obligations terminates or ceases for any reason to be in full force and severally, hereby unconditionally and irrevocably, guaranty effect which could reasonably be expected to have a material adverse effect on the Collateral Agent, for the benefit ability of the Collateral Agent Borrower and its Subsidiaries, taken as a whole, to repay the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. ; (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each any Guarantor hereunder does not constitute a fraudulent transfer perform any obligation or conveyance for purposes covenant under any guaranty of the Bankruptcy CodeObligations which could reasonably be expected to have a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to repay the Uniform Fraudulent Conveyance ActObligations; (c) any circumstance described in Sections 8.3, the Uniform Fraudulent Transfer Act or any similar foreign8.4, federal8.5, provincial, state8.7, or other applicable law 8.8. occurs with respect to any Guarantor which could reasonably be expected to have a material adverse effect on the extent applicable ability of the Borrower and its Subsidiaries, taken as a whole, to this Guaranty repay the Obligations; (d) the liquidation, winding up, or termination of existence of any Guarantor which could reasonably be expected to have a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to repay the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result Obligations; or (e) (i) a material impairment in the Guaranteed Obligations perfection or priority of Bank’s Lien in the collateral provided by Guarantor or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor under this Guaranty not constituting and such material impairment or material adverse change could reasonably be expected to have a fraudulent transfer or conveyance.material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to repay the Obligations;

Guaranty. (a) The Guarantors, jointly and severally, Each Guarantor hereby unconditionally and irrevocably, guaranty guarantees to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the BuyersLender Group, the punctual payment, as full and when due and payable, by stated maturity or otherwise, prompt payment of all the Obligations, including, without limitation, all interestany interest therein (including, make-whole and other amounts that accrue without limitation, interest as provided in this Agreement, accruing after the commencement filing of a petition initiating any Insolvency Proceeding of the Company or any Guarantorinsolvency proceedings, whether or not such interest accrues or is recoverable against the payment Borrowers after the filing of such interest, make-whole and/or other amounts are enforceable petition for purposes of the Bankruptcy Code or are allowable is an allowed claim in such Insolvency Proceedingproceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. (b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and all feesregardless of whether or not any Person now or hereafter responsible to the Lender Group, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of them, for the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)Obligations or any part thereof, and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations) and the Revolving Loan Commitments shall have been terminated. (c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Guarantor’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Transaction DocumentPerson or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty. (d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s liability undertakings hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would not be owed released, in whole or in part, by the Company to the Collateral Agent any action or any Buyer under the Securities Purchase Agreement and the Notes thing which might, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Collateral Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrowers, on the one hand, and any member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers. (f) The Lender Group, or any of them, may, without demand or notice of any kind upon or to any Guarantor, at any time or from time to time when any amount shall be due and payable hereunder by any Guarantor, if the Borrowers shall not have timely paid any of the Obligations (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor in the possession of any member of the Lender Group or under their respective control for any purpose. If and each Buyerto the extent that any Guarantor makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim which such Guarantor may have against any Borrower by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of the Lender Group. (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby confirms that it authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of all such Persons that this Guaranty each Guarantor and the Guaranteed Obligations of Administrative Agent that each Guarantor Guarantor’s obligations hereunder shall be, but not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Codein excess of, the Uniform Fraudulent Conveyance ActMaximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to mean the maximum amount as will result in the Guaranteed Obligations of which could be paid by such Guarantor under without rendering this Guaranty not constituting void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance or conveyanceother similar laws relating to the insolvency of debtors.

Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Guaranteed Obligations; provided that (a) The Guarantors, jointly the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and severally, hereby unconditionally and irrevocably, guaranty (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the Collateral Agent, for the benefit largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Collateral Agent and Bankruptcy Code of the Buyers, the punctual payment, as and when due and payable, by stated maturity United States or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement any comparable provisions of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Documentapplicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor’s liability hereunder , and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall extend to all amounts that constitute part not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any Buyer of them, under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly and severally, Guarantor hereby unconditionally and irrevocably, guaranty absolutely, and unconditionally guarantees to each Guaranteed Party the Collateral Agentprompt, for complete, and full payment when due, and no matter how the benefit of the Collateral Agent and the Buyerssame shall become due, the punctual paymentof: (i) The Note, as and when due and payable, by stated maturity or otherwise, of including all Obligations, including, without limitationprincipal, all interest, make-whole interest thereon and all other amounts that accrue after sums payable thereunder; and (ii) All other sums payable under the commencement of any Insolvency Proceeding of the Company or any Guarantorother Obligation Documents, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due fees or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Documentotherwise. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of each Restricted Person described above in this subsection (a), or below in the Guaranteed Obligations and following subsection (b), which would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes such Restricted Person but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving any Transaction Partya Restricted Person. (b) Each GuarantorGuarantor hereby irrevocably, absolutely, and by its acceptance of this Guaranty, the Collateral unconditionally guarantees to Administrative Agent and each BuyerLender the prompt, hereby confirms that it is complete and full performance, when due, and no matter how the intention same shall become due, of all such Persons that this Guaranty obligations and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes undertakings of the Bankruptcy CodeRestricted Persons to Administrative Agent or such Lender under, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, stateby reason of, or pursuant to any of the Obligation Documents. (c) If any Restricted Person shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, Guarantor will, upon demand by Administrative Agent, pay such Obligation in full to Administrative Agent for the benefit of Administrative Agent or the Lender to whom such Obligation is owed. If any Restricted Person shall for any reason fail to perform promptly any Obligation, Guarantor will, upon demand by Administrative Agent, cause such Obligation to be performed or, if specified by Administrative Agent, provide sufficient funds, in such amount and manner as Administrative Agent shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Administrative Agent or such other applicable law Person as Administrative Agent shall designate. (d) If any Restricted Person or Guarantor fails to pay or perform any Obligation as described in the extent applicable immediately preceding subsections (a), (b), or (c) Guarantor will incur the additional obligation to this Guaranty pay to Administrative Agent, and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral will forthwith upon demand by Administrative Agent pay to Administrative Agent, the Buyers amount of any and the Guarantors hereby irrevocably agree all reasonable expenses, including fees and disbursements of Administrative Agent’s counsel that the Guaranteed Obligations are not employees of each Administrative Agent or any Affiliate of Administrative Agent and of any experts or agents retained by Administrative Agent, which Administrative Agent may incur as a result of such failure. (e) As between Guarantor under and Administrative Agent or Lenders, this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations considered a primary and liquidated liability of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceGuarantor.

Guaranty. (a) The GuarantorsGuarantor, jointly for valuable consideration, the receipt and severallysufficiency of which is hereby acknowledged, effective as of the Closing, hereby unconditionally and irrevocablyirrevocably guarantees to each Holder of the TCW Sub Notes at any time outstanding (a) the prompt, guaranty indefeasible payment in full, in dollars, when due (whether at stated maturity, by acceleration, by prepayment or otherwise) of the Obligations and (b) the prompt performance and observance by Inland of all covenants, agreements and conditions on its part to be performed and observed hereunder, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the "GUARANTEED OBLIGATIONS"). (b) The Guarantor hereby further agrees that if Inland shall default in the payment or performance of any of the Guaranteed Obligations, the Guarantor will (x) promptly pay or perform 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, by acceleration, by prepayment or otherwise) in accordance with the terms of such extension or renewal and (y) pay to the Collateral AgentHolder of any TCW Sub Note such amounts, for to the benefit of the Collateral Agent and the Buyers, the punctual paymentextent lawful, as shall be sufficient to pay the costs and when due and payable, by stated maturity expenses of collection or otherwise, of all Obligationsotherwise enforcing any of such Holder's rights under this Agreement, including, without limitation, all interestreasonable counsel fees. Anything in any Note Purchase Document to the contrary notwithstanding, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding maximum liability of the Company or any Guarantor, whether or not Guarantor under this Agreement shall in no event exceed the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred amount which can be guaranteed by the Collateral Agent in enforcing any rights Guarantor under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company applicable Laws relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due insolvency of debtors (after giving effect to the existence right of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, contribution established in the Collateral Agent and each Buyer, hereby confirms that it is following paragraph). the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree further agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of each the liability of the Guarantor under this Guaranty at Agreement without impairing the guarantee contained in this Section or affecting the rights and remedies of any time shall be limited to Holder of any TCW Sub Notes. (c) All obligations of the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent Section shall survive any transfer or conveyanceof any TCW Sub Note, and any obligations of the Guarantor under this Section with respect to which the underlying obligation of Inland is expressly stated to survive payment of any TCW Sub Note shall also survive payment of such TCW Sub Note.

Guaranty. (a) The GuarantorsEach Guarantor, jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsand whether arising hereunder or under any other Loan Document, indemnifications any Lender Cash Management Agreement or Lender Swap Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”); provided, that (i) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (ii) the liability of each Guarantor individually with respect to pay this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Notwithstanding anything to the contrary contained herein or elsewhere, no Guarantor shall by virtue of the joint and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights several nature of its obligations under this Guaranty or and the other Loan Documents be liable for any other Transaction DocumentGuaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor. Without limiting The Administrative Agent’s books and records showing the generality amount of the foregoingObligations shall be admissible in evidence in any action or proceeding, each Guarantor’s liability hereunder and shall extend to all amounts that constitute part be binding upon the Guarantors, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations and would absent manifest error. This Guaranty shall not be owed affected by the Company genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Secured Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Obligations and Additional Secured Obligations (for each Secured Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Secured Guarantor shall exclude any Excluded Swap Obligations with respect to such Secured Guarantor and (b) the liability of each Secured Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon each Secured Guarantor, and all costs and expenses (including counsel fees and expenses) incurred conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the Collateral Agent in enforcing genuineness, validity, regularity or enforceability of the Secured Obligations or any rights instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Secured Guarantors, or any of them, under this Guaranty Guaranty, and each Secured Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any other Transaction Document. Without limiting the generality way relating to any or all of the foregoing, in each Guarantor’s liability hereunder shall extend to all amounts that constitute part case, except for the defense of payment of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement in full and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes occurrence of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceFacility Termination Date.

Guaranty. (a) The Guarantors, jointly Each Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding and all of the Company or any GuarantorObligations (other than Excluded Swap Obligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrowers to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof, in each case, to the extent constituting Obligations (other amounts due than Excluded Swap Obligations) of the Borrowers to the Secured Parties arising hereunder or to become due under any other Loan Document) (the “Guarantied Obligations”). The Agent’s books and records showing the amount of the Transaction Documents Guarantied Obligations shall be admissible in evidence in any action or proceeding, and, in the absence of manifest error, shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than the defense of prior payment), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being (other than the “Guaranteed Obligations”defense of prior payment), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, jointly and severally, Each Person included in the term “Borrower” hereby unconditionally and irrevocably, guaranty guarantees to the Collateral Agent, for Bank: (i) the benefit due and punctual payment in full (and not merely the collectability) by the other Persons included in the term “Borrower” of the Collateral Agent Obligations, including unpaid and the Buyersaccrued interest thereon, the punctual payment, as and in each case when due and payable, all according to the terms of this Agreement and the other Loan Documents; (ii) the due and punctual payment in full (and not merely the collectability) by stated maturity or otherwise, the other Persons included in the term “Borrower” of all other sums and charges which may at any time be due and payable in accordance with this Agreement or any of the other Loan Documents; (iii) the due and punctual performance by the other Persons included in the term “Borrower” of all of the other terms, covenants and conditions contained in the Loan Documents; and (iv) all the other Obligations of the other Persons included in the term “Borrower”. (b) The obligations and liabilities of each Person included in the term “Borrower” as a guarantor under this paragraph 6 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement or any of the Loan Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Person included in the term “Borrower” in its capacity as a guarantor expressly agrees that the Bank may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Person as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Loan Documents; (ii) modify, amend, change or terminate any provisions of any of the Loan Documents (provided the Bank obtains the consent of the other parties to any such Loan Document if such consent is required by the terms of the applicable Loan Documents); (iii) grant extensions or renewals of or with respect to the Credit Extensions or any of the Loan Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement or any of the other Loan Documents; (v) agree to the substitution, exchange, release or other disposition of the Collateral or any part thereof, or any other collateral for the Credit Extensions or to the subordination of any lien or security interest therein; (vi) make Credit Extensions for the purpose of performing any term, provision or covenant contained in this Agreement or any of the other Loan Documents with respect to which the Borrower shall then be in default; (vii) make future Credit Extensions pursuant to the Loan Agreement or any of the other Loan Documents; (viii) assign, pledge, hypothecate or otherwise transfer the Obligations, including, without limitationany of the other Loan Documents or any interest therein, all interestas and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Persons included in the term “Borrower” as if this paragraph 6 were not in effect; (x) effect any release, make-whole and other amounts that accrue after the commencement of compromise or settlement with any Insolvency Proceeding of the Company other Persons included in the term “Borrower”, whether in their capacity as a Borrower or as a guarantor under this paragraph 6 or any Guarantor, whether other guarantor; and (xi) provide debtor-in-possession financing or not the payment allow use of such interest, make-whole and/or other amounts are enforceable or are allowable cash collateral in such proceedings under any Insolvency Proceeding, it being expressly agreed by all Persons included in the term “Borrower” that any such financing and/or use would be part of the Obligations. (c) The obligations and all feesliabilities of each Person included in the term “Borrower”, interestas guarantor under this paragraph 6 shall be primary, premiumsdirect and immediate, penaltiesshall not be subject to any counterclaim, causes recoupment, set off, reduction or defense based upon any claim that such Person may have against any one or more of actionsthe other Persons included in the term “Borrower” and/or any other guarantor and shall not be conditional or contingent upon pursuit or enforcement by the Bank of any remedies it may have against Persons included in the term “Borrower” with respect to this Agreement, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all other Loan Documents, whether pursuant to the terms thereof or by operation of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Documentlaw. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder the Bank shall extend not be required to all amounts that constitute part make any demand upon any of the Guaranteed Obligations and would be owed by Persons included in the Company term “Borrower”, or to sell the Collateral Agent or otherwise pursue, enforce or exhaust its or their remedies against the Persons included in the term “Borrower” or the Collateral either before, concurrently with or after pursuing or enforcing its rights and remedies hereunder. Any one or more successive or concurrent actions or proceedings may be brought against each Person included in the term “Borrower” under this paragraph 6, either in the same action, if any, brought against any one or more of the Persons included in the term “Borrower” or in separate actions or proceedings, as often as the Bank may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any modification, limitation or discharge of any of the liabilities or obligations of any one or more of the Persons included in the term “Borrower”, any other guarantor or any Buyer obligor under any of the Securities Purchase Agreement Loan Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Persons included in the term “Borrower”, in their respective capacities as borrowers and guarantors under this paragraph 6, or under any of the Loan Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this paragraph 6 in any manner whatsoever, and this paragraph 6 shall remain and continue in full force and effect. It is the intent and purpose of this paragraph 6 that each Person included in the term “Borrower” shall and does hereby waive all rights and benefits which might accrue to any other guarantor by reason of any such proceeding, and the Notes but Persons included in the term “Borrower” agree that they shall be liable for the fact full amount of the obligations and liabilities under this paragraph 6 regardless of, and irrespective to, any modification, limitation or discharge of the liability of any one or more of the Persons included in the term “Borrower”, any other guarantor or any obligor under any of the Loan Documents, that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving may result from any Transaction Partysuch proceedings. (bd) Each GuarantorPerson included in the term “Borrower”, as guarantor under this paragraph 6, hereby unconditionally, jointly and by its severally, irrevocably and expressly waives: (i) presentment and demand for payment of the Obligations and protest of non-payment; (ii) notice of acceptance of this Guarantyparagraph 6 and of presentment, demand and protest thereof; (iii) notice of any default hereunder or under or any of the Collateral Agent Loan Documents and each Buyer, hereby confirms that it is the intention notice of all such Persons that this Guaranty and indulgences; (iv) notice of any increase in the Guaranteed Obligations amount of each Guarantor hereunder not constitute a fraudulent transfer any portion of or conveyance for purposes all of the Bankruptcy Codeindebtedness guaranteed by this paragraph 6; (v) demand for observance, performance or enforcement of any of the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act terms or provisions of this paragraph 6 or any similar foreignof the other Loan Documents; (vi) all errors and omissions in connection with the Bank’s administration of all indebtedness guaranteed by this paragraph 6; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other Persons included in the term “Borrower”; (viii) any act or omission of the Bank which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which such Person may lawfully waive. (e) Within ten (10) days following any request of the Bank so to do, federaleach Person included in the term “Borrower” will furnish the Bank and such other persons as the Bank may direct with a written certificate, provincialduly acknowledged stating in detail whether or not any credits, state, offsets or other applicable law to the extent applicable defenses exist with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceparagraph 6.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally Guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties and whether arising hereunder or under any other Loan Document, indemnifications any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. Each Subsidiary Guarantor hereby absolutely and unconditionally guarantees (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentthis “Guaranty”), as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding and all of the Company or any GuarantorObligations (other than Excluded Swap Obligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrowers to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof) (the “Guarantied Obligations”). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor under this Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”(other than Payment in Full), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due reasonable and documented costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses ; provided that (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Lender’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (ai) The Guarantors, Each U.S. Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severallyseverally liable for, hereby and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral Agent, for the benefit of the Collateral Agent and the BuyersSecured Parties, the punctual paymentprompt payment when due, as and when due and payablewhether at stated maturity, by stated maturity upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all Obligationscosts and expenses, including, without limitation, all interestcourt costs and attorneys’ and paralegals’ fees and expenses paid or incurred by the Administrative Agent, make-whole the Issuing Banks and the other amounts that accrue after the commencement of Secured Parties in endeavoring to collect all or any Insolvency Proceeding part of the Company Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any Guarantor, whether other guarantor of all or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any part of the Transaction Documents Secured Obligations (all of such costs and expenses, together with the foregoing Secured Obligations, collectively being the “Guaranteed Obligations”), (ii) each UK Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the applicable Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and agrees at all times thereafter, of the UK Secured Obligations (the “UK Guaranteed Obligations”) and (iii) if any UK Guaranteed Obligation is or becomes unenforceable, invalid or illegal, each Loan Guarantor will, as an independent and primary obligation, indemnify the relevant Secured Party immediately on demand against any cost, loss or liability it incurs as a result of any other Loan Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due (provided that the amount payable by a Loan Guarantor under this indemnity will not exceed the amount it would have had to pay if the amount claimed had been recoverable on the basis of a guaranty); provided, however, that the definitions of “Guaranteed Obligations” and “UK Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Applicable Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and all costs that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and expenses (including counsel fees and expenses) incurred may be enforced against any Loan Guarantor by or on behalf of any domestic or foreign branch or Affiliate of any Lender Party that extended any portion of the Collateral Agent Applicable Guaranteed Obligations. Notwithstanding anything to the contrary set forth in enforcing any rights under this Guaranty Article X or any other Transaction provisions of this Agreement or any other Loan Document. Without limiting the generality , (i) no UK Borrower shall have any obligation with respect to any portion of the foregoingSecured Obligations other than the UK Secured Obligations, each Guarantor’s liability hereunder (ii) no Collateral owned by any UK Borrower shall extend to all amounts that constitute part secure any portion of the Guaranteed Secured Obligations other than the UK Secured Obligations, and would (iii) no UK Borrower shall be owed by the Company required to the Collateral Agent provide any credit support or make any payment in respect of any U.S. Secured Obligations or any Buyer other obligations of a U.S. Loan Guarantor (including any obligations for which a UK Borrower and a U.S. Loan Guarantor purportedly have joint and/or several liability) under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyLoan Document. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty guaranties to the Collateral AgentBuyer, for the benefit of the Collateral Agent and the BuyersBuyer, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all principal, interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents or under any document issued in exchange for any Transaction Document (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Collateral Agent Buyer in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and or the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, Guaranty and the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers Buyer and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive absent manifest error for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all fees, costs and expenses (including counsel fees fees, costs and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and Agreement, the Notes and/or any other Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, Guarantor and by its acceptance of this Guaranty, the Collateral Agent and each BuyerAgent, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers Agent and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”); provided, that: (i) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (ii) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of and all obligations (including the Company or any GuarantorObligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower or any of its Subsidiaries to the Secured Parties, indemnifications arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due reasonable and documented costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”); provided, and agrees to pay any and all costs and expenses that, (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting a fraudulent transfer Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) The GuarantorsSubject to Section 11.13(h) below, jointly and severally, Guarantor hereby unconditionally and irrevocablyirrevocably guarantees to Lender the prompt payment of the Guaranteed Obligations in full when due (whether at the stated maturity, by acceleration or otherwise). Any such payment shall be made at such place and in the same currency as such relevant Guaranteed Obligation is payable. This guaranty is a guaranty of payment and not solely of collection and is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising. (b) The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the Collateral Agentfullest 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. Guarantor agrees that this guaranty may be enforced by Lender without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to this Agreement or any other Facility Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and Guarantor hereby waives the right to require Lender to proceed against any other Person or to require the Lender to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein shall prevent Lender from suing in any jurisdiction on this Agreement or any other Facility Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither Guarantor’s obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by reason of the application of the laws of any foreign jurisdiction. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by Lender upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between Borrowers and Guarantor, on the one hand, and Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty. (c) Guarantor agrees that (a) all or any part of the security which hereafter may be held for the Guaranteed Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lender shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the benefit Guaranteed Obligations or the properties subject thereto; (c) the time or place of payment of the Collateral Agent and the BuyersGuaranteed Obligations may be changed or extended, the punctual paymentin whole or in part, as and when due and payable, by stated maturity to a time certain or otherwise, and may be renewed, increased or accelerated, in whole or in part; (d) each Borrower and any other party liable for payment under this Agreement may be granted indulgences generally; (e) any of the provisions of this Agreement or any other Facility Document may be modified, amended or waived; and (f) any deposit balance for the credit of any Borrower or any other party liable for the payment of the Guaranteed Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Guaranteed Obligations, all without notice to or further assent by Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release. (d) Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of this guaranty by the Lender and of all transfers of funds to any Borrower by Lender; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of Lender obtaining, amending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Guaranteed Obligations, or Lender’s subordinating, compromising, discharging or releasing such Liens, if any; (e) all other notices to which any Borrower might otherwise be entitled in connection with the guaranty evidenced by this Section 11.13; and (f) demand for payment under this guaranty. (e) The obligations of Guarantor under this Section 11.13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Guarantor agrees that it will indemnify Lender on demand for all reasonable and documented costs and out-of-pocket expenses (including, without limitation, all interestreasonable and documented fees and expenses of counsel) incurred by Lender in connection with such rescission or restoration, make-whole including any such costs and other amounts expenses incurred in defending against any claim alleging that accrue after the commencement of such payment constituted a preference, fraudulent transfer or similar payment under any Insolvency Proceeding of the Company bankruptcy, insolvency or any similar law. (f) Guarantor agrees that, as between Guarantor, on the one hand, and Lender, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Guaranteed Obligations being deemed to have become automatically due and payable), such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by Guarantor. (g) Guarantor hereby agrees that until the payment and satisfaction in full of such interestall Guaranteed Obligations and the expiration and termination of the this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 11.13(a), make-whole and/or other amounts are enforceable whether by subrogation or are allowable in such Insolvency Proceedingotherwise, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due against a Borrower or to become due under any security for any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (bh) Each GuarantorNotwithstanding any provision to the contrary contained herein, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable the obligations of Guarantor shall be adjudicated to this Guaranty and be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the Guaranteed Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time hereunder shall be limited to the maximum amount that is permissible under Applicable Law (as will result now or hereinafter in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceeffect).

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actionsaction, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Note Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including counsel reasonable and documented fees and expensesexpenses of counsel to the Collateral Agent) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Note Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, irrevocably guarantees the punctual paymentpayment and performance, as and when due and payabledue, whether at stated maturity, by stated maturity acceleration or otherwise, of all Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, all interestinterest that but for the existence of a bankruptcy, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company reorganization or any Guarantorsimilar proceeding would accrue), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interestamounts required to be provided as collateral, premiumsindemnities, penaltiesexpenses or otherwise (collectively, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company Borrower to the Collateral Administrative Agent or any Buyer Lender under the Securities Purchase Agreement Loan Documents and by the Notes Borrower or any of its Subsidiaries but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving any Transaction Partythe Borrower or such other Subsidiary. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it It is the intention of all such Persons the Guarantors and each Beneficiary that this Guaranty and the amount of the Guaranteed Obligations of guaranteed by each Guarantor hereunder shall be in, but not constitute a in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or conveyance for purposes similar Legal Requirements applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the Bankruptcy CodeGuaranteed Obligations, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and amount of the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each guaranteed by a Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations United States Bankruptcy Code or any comparable provision of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceany other applicable law.

Guaranty. (a) The GuarantorsEach Guarantor hereby, jointly and severally, hereby unconditionally and irrevocably, guaranty guarantees to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the BuyersLender Group, the punctual payment, as full and when due and payable, by stated maturity or otherwise, prompt payment of all the Obligations, including, without limitation, all interestany interest therein (including, make-whole and other amounts that accrue without limitation, interest as provided in this Agreement, accruing after the commencement filing of a petition initiating any Insolvency Proceeding of the Company or any Guarantorinsolvency proceedings, whether or not such interest accrues or is recoverable against any Borrower after the payment filing of such interest, make-whole and/or other amounts are enforceable petition for purposes of the Bankruptcy Code or are allowable is an allowed claim in such Insolvency Proceedingproceeding), plus reasonable attorneys’ fees and expenses if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. (b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and all feesregardless of whether or not any Person now or hereafter responsible to the Lender Group, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of them, for the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)Obligations or any part thereof, and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights whether under this Guaranty or otherwise, shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations) and the Commitments shall have been terminated. (c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Guarantor’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Transaction DocumentPerson or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty. (d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Guarantor in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, increase, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole and absolute discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that until the performance of and payment in full in cash of the Obligations (without possibility of recourse, whether by operation of law or otherwise) and the termination of the Commitments, such Guarantor’s liability undertakings hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would not be owed released, in whole or in part, by the Company to the Collateral Agent any action or any Buyer under the Securities Purchase Agreement and the Notes thing which might, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Collateral Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrowers, on the one hand, and any member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers. (f) The Lender Group, or any of them, may, without demand or notice of any kind upon or to any Guarantor, at any time or from time to time when any amount shall be due and payable hereunder by any Guarantor, if the Borrowers shall not have timely paid any of the Obligations (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Guarantor in the possession of any member of the Lender Group or under their respective control for any purpose. If and each Buyerto the extent that any Guarantor makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim which such Guarantor may have against any Borrower by reason thereof shall be subject and subordinate to the prior payment in full in cash of the Obligations to the satisfaction of the Lender Group and the termination of the Commitments. (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby confirms that it authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of all such Persons that this Guaranty each Guarantor and the Guaranteed Obligations of Administrative Agent that each Guarantor Guarantor’s obligations hereunder shall be, but not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Codein excess of, the Uniform Fraudulent Conveyance ActMaximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any Guarantor, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to mean the maximum amount as will result in the Guaranteed Obligations of which could be paid by such Guarantor under without rendering this Guaranty not constituting void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance or conveyanceother similar laws relating to the insolvency of debtors.

Guaranty. (a) The GuarantorsIn consideration of, jointly and severallyin order to induce the Banks to make the Loans hereunder, the Guarantors hereby absolutely, unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent jointly and the Buyers, severally guarantee the punctual paymentpayment and performance when due, as and when due and payablewhether at stated maturity, by stated maturity acceleration or otherwise, of all the Obligations, includingand all other obligations and covenants of the Company now or hereafter existing under this Agreement, without limitationthe Notes and the other Loan Documents whether for principal, all interest, make-whole interest (including interest accruing or becoming owing both prior to and other amounts that accrue after subsequent to the commencement of any Insolvency Proceeding proceeding against or with respect to the Company under any chapter of the Company or any GuarantorBankruptcy Code), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costsFees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel reasonable attorneys' fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by the Collateral Agent or any Bank in connection with enforcing any rights under this Guaranty (all such obligations being the "Guaranteed Obligations"), and agree to pay any and all reasonable expenses incurred by each Bank and the Agent in enforcing this Guaranty; provided that notwithstanding anything contained herein or in any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company Loan Documents to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guarantycontrary, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not constitute a fraudulent transfer or conveyance for purposes of collectibility and is in no way conditioned upon any attempt to collect from the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Company or any similar foreignother action, federal, provincial, state, occurrence or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each circumstance whatsoever. Each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree agrees that the Guaranteed Obligations of each Guarantor under this Guaranty may at any time shall be limited and from time to time exceed the maximum amount as will result in the Maximum Guaranteed Obligations Amount of such Guarantor under without impairing this Guaranty not constituting a fraudulent transfer or conveyanceaffecting the rights and remedies of the Banks hereunder.

Guaranty. (a) The GuarantorsSubject to this Article 8, each of the Guarantors hereby, jointly and severally, hereby unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and irrevocably, guaranty delivered by the Trustee and to the Collateral AgentTrustee and its successors and assigns, for the benefit irrespective of the Collateral Agent validity and the Buyersenforceability of this Indenture, the punctual paymentNotes or the obligations of the Issuers hereunder or thereunder, as that: (a) the principal of and interest on the Notes shall be promptly paid in full when due and payabledue, whether at maturity, by stated maturity acceleration, redemption or otherwise, and interest on the overdue principal of all Obligationsand interest on the Notes, includingif any, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceedingif lawful, and all feesother obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, interestall in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts that same shall be promptly paid in full when due or to become due under any performed in accordance with the terms of the Transaction Documents (all extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the foregoing collectively being validity, regularity or enforceability of the “Guaranteed Obligations”)Notes or this Indenture, and agrees the absence of any action to pay enforce the same, any and all costs and expenses (including counsel fees and expenses) incurred waiver or consent by any Holder of the Collateral Agent in enforcing Notes with respect to any rights under this Guaranty provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other Transaction Documentcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Without limiting Subject to Section 5.6 hereof, each Guarantor hereby waives, to the generality extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the foregoingIssuers, each Guarantor’s liability hereunder any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Guaranty shall extend to all amounts that constitute part not be discharged except by complete performance of the Guaranteed Obligations obligations contained in the Notes and would be owed this Indenture. If any Holder or the Trustee is required by the Company any court or otherwise to return to the Collateral Agent Issuers, the Guarantors or any Buyer under custodian, trustee, liquidator or other similar official acting in relation to either the Securities Purchase Agreement Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Notes but Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 hereof for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance purposes of this Guaranty, the Collateral Agent and each Buyernotwithstanding any stay, hereby confirms that it is the intention of all injunction or other prohibition preventing such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes acceleration in respect of the Bankruptcy Codeobligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 5 hereof, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act such obligations (whether or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty not due and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers payable) shall forthwith become due and payable by the Guarantors hereby irrevocably agree that for the Guaranteed Obligations purpose of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceGuaranty.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsarising hereunder or under any other Loan Document, indemnifications any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses ; provided that (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Lender’s or, as will result applicable, the Lender’s Affiliates’ books and records showing the amount of the Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the Guaranteed purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of such Guarantor any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty not constituting (other than a fraudulent transfer defense of performance), and each Guarantor hereby irrevocably waives any defenses it may now have or conveyancehereafter acquire in any way relating to any or all of the foregoing (other than a defense of performance).

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely, jointly and severally, hereby unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the BuyersLender Group, the punctual paymentfull and prompt payment when due, as and when due and payable, by whether at stated maturity or otherwiseearlier, by reason of acceleration, mandatory prepayment or otherwise in connection with any Loan Document, of all Obligationsthe Obligations (whether existing on the Agreement Date or hereinafter incurred or created), including, without limitation, all interestany interest thereon (including, make-whole and other amounts that accrue without limitation, interest as provided in this Agreement, accruing after the commencement filing of a petition initiating any Insolvency Proceeding of the Company or any GuarantorProceedings, whether or not such interest accrues or is recoverable against the payment Borrower after the filing of such interest, make-whole and/or other amounts are enforceable petition for purposes of the Bankruptcy Code or are allowable is an allowed claim in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”proceeding), and agrees to pay any and all . All costs and expenses (including counsel expenses, including, without limitation, attorneys’ fees and expenses) , incurred by the Collateral Administrative Agent in enforcing obtaining performance of or collecting payments due under this Guaranty shall be deemed part of the Obligations Guaranteed hereby. (b) Regardless of whether any rights proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter is responsible to the Lender Group, or any of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise and shall cease to be so liable, each Guarantor hereby declares and agrees that this Guaranty shall be a joint and several obligation of each Guarantor, shall be a continuing guaranty, and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash and the Commitment shall have been terminated. (c) Each Guarantor absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Guarantor’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the obligations of the Guarantors under this Guaranty or the obligations of any other Transaction DocumentPerson or party (including, without limitation, the Borrower) relating to this Guaranty or the obligations of any of the Guarantors under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof, or to enforce the obligations of any of the Guarantors under this Guaranty, including as a result of any of the following: (i) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, the Obligations or any part thereof, or the lack of perfection or continuing perfection or failure of priority in any security for the Obligations or any part thereof, including any Lien on, or the preservation of any rights with respect to, any Collateral, (ii) the absence of (A) any attempt to collect any Obligation or any part thereof from the Borrower or any other Guarantor or any other action to enforce the same or (B) any action to enforce any Loan Document or Lien thereunder, (iii) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Obligation (or any interest thereon), in or as a result of any such proceeding or (iv) any foreclosure, whether or not through judicial sale, and any other sale or disposition of any Collateral or any election following the occurrence of an Event of Default by any member of the Lender Group to proceed separately against the Collateral in accordance with such member’s rights under any Applicable Law. (d) The Lender Group, or any of them, may from time to time, without notice to or demand upon any Guarantor and without exonerating or releasing any Guarantor in any way under this Guaranty and without incurring any liability hereunder, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Guarantor of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Obligations or the Loan Documents, all as they may consider expedient or appropriate in their sole discretion, (iv) refund at any time any payment received by any member of the Lender Group in respect of any Obligation, (v) apply to the Obligations any sums by whomever paid or however realized to any Obligation in such order as provided in Section 2.10, (v) add, release or substitute any one or more other Guarantors, makers or endorsers of any Obligation or any part thereof or (vi) otherwise deal in any manner with the Borrower or any other Guarantor, maker or endorser of any Obligation or any part thereof. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Lender Group, or any of them, may, without exonerating or releasing any Guarantor, sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, surrender, exchange, affect, impair or otherwise alter or abstain from taking advantage of any security for the Obligations and accept or make any compositions or arrangements, and realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Guarantor acknowledges and agrees that no change in the nature or terms of the Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Guarantor pursuant to this Guaranty; it being the purpose and intent of the Guarantors and the Lender Group that the covenants, agreements and all liabilities and obligations of each Guarantor hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the generality of the foregoing, each Guarantor agrees that, until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Guarantor’s liability undertakings hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would not be owed released, in whole or in part, by the Company to the Collateral Agent any action or any Buyer under the Securities Purchase Agreement and the Notes thing which might, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Collateral Agent Lender Group, or any of the, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Guarantor or by reason of any further dealings between the Borrower, on the one hand, and each Buyerany member of the Lender Group, on the other hand, or any other guarantor or surety, and such Guarantor hereby confirms that expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or waivers. (f) [Reserved.] (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby authorized, without notice to any Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of all such Persons that this Guaranty each Guarantor and the Guaranteed Obligations of Administrative Agent that each Guarantor Guarantor’s obligations hereunder shall be, but not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Codein excess of, the Uniform Fraudulent Conveyance ActMaximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount”, the Uniform Fraudulent Transfer Act or with respect to any similar foreignGuarantor, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to mean the maximum amount as will result in the Guaranteed Obligations of which could be paid by such Guarantor under without rendering this Guaranty not constituting void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer conveyance or conveyanceother similar laws relating to the insolvency of debtors.

Guaranty. (a) The Guarantors, jointly and severally, Guarantor hereby unconditionally and irrevocably, guaranty absolutely, and unconditionally guarantees to each Guaranteed Party the Collateral Agentprompt, for complete, and full payment when due, and no matter how the benefit of the Collateral Agent and the Buyerssame shall become due, the punctual paymentof: (i) The Note, as and when due and payable, by stated maturity or otherwise, of including all Obligations, including, without limitationprincipal, all interest, make-whole interest thereon and all other amounts that accrue after sums payable thereunder; (ii) All Lender Hedging Obligations; (iii) All Cash Management Obligations; and (iv) All other sums payable under the commencement of any Insolvency Proceeding of the Company or any Guarantorother Obligation Documents, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due fees or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Documentotherwise. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of each Restricted Person described above in this subsection (a), or below in the Guaranteed Obligations and following subsection (b), which would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes such Restricted Person but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving any Transaction Partya Restricted Person. (b) Each GuarantorGuarantor hereby irrevocably, absolutely, and by its acceptance of this Guaranty, the Collateral unconditionally guarantees to Administrative Agent and each BuyerLender the prompt, hereby confirms that it is complete and full performance, when due, and no matter how the intention same shall become due, of all such Persons that this Guaranty obligations and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes undertakings of the Bankruptcy CodeRestricted Persons to Administrative Agent or such Lender under, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, stateby reason of, or pursuant to any of the Obligation Documents. (c) If any Restricted Person shall for any reason fail to pay any Obligation, as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, Guarantor will, upon demand by Administrative Agent, pay such Obligation in full to Administrative Agent for the benefit of Administrative Agent or the Lender to whom such Obligation is owed. If any Restricted Person shall for any reason fail to perform promptly any Obligation, Guarantor will, upon demand by Administrative Agent, cause such Obligation to be performed or, if specified by Administrative Agent, provide sufficient funds, in such amount and manner as Administrative Agent shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Administrative Agent or such other applicable law Person as Administrative Agent shall designate. (d) If any Restricted Person or Guarantor fails to pay or perform any Obligation as described in the extent applicable immediately preceding subsections (a), (b), or (c) Guarantor will incur the additional obligation to this Guaranty pay to Administrative Agent, and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral will forthwith upon demand by Administrative Agent pay to Administrative Agent, the Buyers amount of any and the Guarantors hereby irrevocably agree all reasonable expenses, including fees and disbursements of Administrative Agent’s counsel that the Guaranteed Obligations are not employees of each Administrative Agent or any Affiliate of Administrative Agent and of any experts or agents retained by Administrative Agent, which Administrative Agent may incur as a result of such failure. (e) As between Guarantor under and Administrative Agent or Lenders, this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations considered a primary and liquidated liability of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceGuarantor.

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, (a) the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligationsmonetary obligations and any other amounts now or hereafter owing by the Parent in respect of it in respect of the SPA, the Notes and the other Transaction Documents, including, without limitation, all interest, make-whole and other amounts interest that accrue accrues after the commencement of any Insolvency Proceeding of proceeding commenced by or against the Company or any GuarantorGuarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not the payment of such interest, make-whole and/or other amounts are enforceable interest is unenforceable or are is not allowable in due to the existence of such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)Documents, and agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) reasonably incurred by the Collateral Agent Buyers in enforcing any rights under this Guaranty or any (such obligations, to the extent not paid by the Parent, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Parent of all of the agreements, conditions, covenants and obligations of the Parent contained in the SPA, the Notes and the other Transaction DocumentDocuments, to the extent each Guarantor can legally perform such actions. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company Parent to the Collateral Agent or any Buyer Buyers under the Securities Purchase Agreement SPA and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Guarantor or the Parent (each, a "Transaction Party"). (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The Guarantors, jointly Holdings hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Loan Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Loan Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Loan Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Loan Obligations or any instrument or agreement evidencing any Loan Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Loan Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty, and Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and foregoing. Holdings hereby agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality provisions of Section 1 of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company First Lien Guaranty as a Qualified ECP Guarantor as if a signatory to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction PartyFirst Lien Guaranty. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsFor value received, jointly the sufficiency of which is hereby acknowledged, and severallyin consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to the Borrowers by the Secured Parties, each Guarantor hereby absolutely, unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral Administrative Agent, for the ratable benefit of the Collateral Agent and the BuyersSecured Parties, the punctual paymentfull and prompt payment when due, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not Guaranteed Obligations (as hereafter defined) and the payment punctual performance of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being terms contained in the documents executed by one or more Borrowers in favor of one or more Secured Parties in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations”), and agrees to pay ” means any and all costs existing and future Obligations of any Borrower to any Secured Party, whether associated with any credit or other financial accommodation made to or for the benefit of any Borrower by any Secured Party or otherwise and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Secured Parties in enforcing connection with the collection or enforcement thereof); provided, however, that the definition of “Guaranteed Obligations” shall not create any rights under this Guaranty guarantee by any Guarantor of (or grant of security interest by any other Transaction DocumentGuarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such Debt, obligations, and would liabilities which may be owed or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Borrower under the Company Bankruptcy Code, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guarantycontrary notwithstanding, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount that would not render its obligations hereunder subject to avoidance as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceconveyance under Section 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty. (a) The GuarantorsEach Guarantor, jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsand whether arising hereunder or under any other Loan Document (including all renewals, indemnifications extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, reasonable and documented attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to become due under any of the Transaction Documents (all of the foregoing collectively being the proviso in this sentence, its “Guaranteed Obligations”)) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon the Guarantors, and all costs and expenses (including counsel fees and expenses) incurred conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Collateral Agent in enforcing any rights under this Guaranty genuineness, validity, regularity or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each BuyerGuarantor hereby, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent permitted by applicable Law, waives any defenses it may now have or hereafter acquire in any way relating to this Guaranty and any or all of the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsSubject to this Article 11, each of the Guarantors hereby, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and irrevocably, guaranty delivered by the Trustee and to the Collateral AgentTrustee and its successors and assigns, for the benefit irrespective of the Collateral Agent validity and the Buyersenforceability of this Indenture, the punctual paymentNotes or the obligations of the Company hereunder or thereunder, as that: (1) the principal of, premium, if any, and interest, if any, on the Notes will be promptly paid in full when due and payabledue, whether at maturity, by stated maturity acceleration, redemption or otherwise, and interest on the overdue principal of all Obligationsand interest on the Notes, includingif any, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceedingif lawful, and all fees, interest, premiums, penalties, causes other obligations of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any Buyer under of such other obligations, that same will be promptly paid in full when due or performed in accordance with the Securities Purchase Agreement terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the Notes but for the fact same immediately. Each Guarantor agrees that they are unenforceable or this is a guarantee of payment and not allowable due to the existence a guarantee of an Insolvency Proceeding involving any Transaction Partycollection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each GuarantorGuarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guaranty will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and by its acceptance the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranty, the Collateral Agent and each Buyernotwithstanding any stay, hereby confirms that it is the intention of all injunction or other prohibition preventing such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes acceleration in respect of the Bankruptcy Codeobligations guaranteed hereby, and (2) in the Uniform Fraudulent Conveyance Actevent of any declaration of acceleration of such obligations as provided in Article 6 hereof, the Uniform Fraudulent Transfer Act such obligations (whether or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty not due and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers payable) will forthwith become due and payable by the Guarantors hereby irrevocably agree that for the Guaranteed Obligations purpose of each this Guaranty. The Guarantors will have the right to seek contribution from any non-paying Guarantor under this Guaranty at any time shall be limited to so long as the maximum amount as will result in the Guaranteed Obligations exercise of such Guarantor right does not impair the rights of the Holders under this Guaranty not constituting a fraudulent transfer or conveyancethe Guaranty.

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all reasonable costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of and all Secured Obligations and undertakes with each Secured Party that whenever any Person does not pay any amount when due under or in connection with any Loan Document, that Guarantor shall immediately on demand pay that amount as if it was the Company or any primary obligor (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or foregoing (other than any similar foreign, federal, provincial, state, or other applicable law defense related to the extent applicable to this Guaranty and indefeasible payment or satisfaction in full of the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceSecured Obligations).

Guaranty. (a) The GuarantorsSubject to Section 11.13(h) below, jointly and severally, Guarantor hereby unconditionally and irrevocablyirrevocably guarantees to Lender the prompt payment of the Guaranteed Obligations in full when due (whether at the stated maturity, by acceleration or otherwise). Any such payment shall be made at such place and in the same currency as such relevant Guaranteed Obligation is payable. This guaranty is a guaranty of payment and not solely of collection and is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising. (b) The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the Collateral Agentfullest 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. Guarantor agrees that this guaranty may be enforced by Lender without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to this Agreement or any other Facility Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and Guarantor hereby waives the right to require Lender to proceed against any other Person or to require the Lender to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein shall prevent Lender from suing in any jurisdiction on this Agreement or any other Facility Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of Guarantor’s obligations hereunder; it being the purpose and intent of Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither Guarantor’s obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by reason of the application of the laws of any foreign jurisdiction. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by Lender upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between Borrower and Guarantor, on the one hand, and Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty. (c) Guarantor agrees that (a) all or any part of the security which hereafter may be held for the Guaranteed Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lender shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the benefit Guaranteed Obligations or the properties subject thereto; (c) the time or place of payment of the Collateral Agent and the BuyersGuaranteed Obligations may be changed or extended, the punctual paymentin whole or in part, as and when due and payable, by stated maturity to a time certain or otherwise, and may be renewed, increased or accelerated, in whole or in part; (d) Borrower and any other party liable for payment under this Agreement may be granted indulgences generally; (e) any of the provisions of this Agreement or any other Facility Document may be modified, amended or waived; and (f) any deposit balance for the credit of Borrower or any other party liable for the payment of the Guaranteed Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Guaranteed Obligations, all without notice to or further assent by Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release. (d) Guarantor expressly waives to the fullest extent permitted by Applicable Law: (a) notice of acceptance of this guaranty by the Lender and of all transfers of funds to Borrower by Lender; (b) presentment and demand for payment or performance of any of the Guaranteed Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Guaranteed Obligations or with respect to any security therefor; (d) notice of Lender obtaining, amending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Guaranteed Obligations, or Lender’s subordinating, compromising, discharging or releasing such Liens, if any; (e) all other notices to which Borrower might otherwise be entitled in connection with the guaranty evidenced by this Section 11.13; and (f) demand for payment under this guaranty. (e) The obligations of Guarantor under this Section 11.13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Guarantor agrees that it will indemnify Lender on demand for all reasonable and documented costs and out-of-pocket expenses (including, without limitation, all interestreasonable and documented fees and expenses of counsel) incurred by Lender in connection with such rescission or restoration, make-whole including any such costs and other amounts expenses incurred in defending against any claim alleging that accrue after the commencement of such payment constituted a preference, fraudulent transfer or similar payment under any Insolvency Proceeding of the Company bankruptcy, insolvency or any similar law. (f) Guarantor agrees that, as between Guarantor, on the one hand, and Lender, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Guaranteed Obligations being deemed to have become automatically due and payable), such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by Guarantor. (g) Guarantor hereby agrees that until the payment and satisfaction in full of such interestall Guaranteed Obligations and the expiration and termination of the this Agreement it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 11.13(a), make-whole and/or other amounts are enforceable whether by subrogation or are allowable in such Insolvency Proceedingotherwise, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due against Borrower or to become due under any security for any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (bh) Each GuarantorNotwithstanding any provision to the contrary contained herein, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable the obligations of Guarantor shall be adjudicated to this Guaranty and be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the Guaranteed Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time hereunder shall be limited to the maximum amount that is permissible under Applicable Law (as will result now or hereinafter in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceeffect).

Guaranty. (a) The GuarantorsEach Guarantor, jointly and severallyseverally with the other Guarantors, hereby absolutely, irrevocably and unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The books and records of the Administrative Agent showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon the Guarantors and all costs and expenses (including counsel fees and expenses) incurred conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the Collateral Agent in enforcing any rights under this Guaranty genuineness, validity, regularity or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly Each Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”)costs, and agrees to pay any and all costs attorneys’ fees and expenses (including counsel fees and expenses) incurred by the Collateral Agent Secured Parties in enforcing any rights under this Guaranty connection with the collection or any other Transaction Documentenforcement thereof). Without limiting the generality of the foregoing, each Guarantorthe Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws. The Administrative Agent’s liability hereunder shall extend to all amounts that constitute part books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon Guarantors, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the Company genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent or any Buyer under Obligations which might otherwise constitute a defense (other than payment in full of the Securities Purchase Agreement and the Notes but Obligations (other than contingent indemnification obligations for the fact that they are unenforceable or not allowable due which no claims have been made)) to the existence obligations of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of Guarantor under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by this Loan Guaranty shall be limited to an aggregate amount equal to the Collateral Agent in enforcing any rights largest amount that would not render its obligations hereunder subject to avoidance under this Guaranty Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Lender’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Loan Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Loan Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit Each of the Collateral Agent AGFC and the BuyersSubsidiary Guarantors hereby absolutely and unconditionally guarantees as a guaranty of payment and performance and not merely as a guaranty of collection, the punctual paymentprompt payment when due, as and when due and payablewhether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrower to the Secured Parties, indemnifications and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof). The Administrative Agent’s books and records showing the amount of the Transaction Documents (Obligations shall be admissible in evidence in any action or proceeding, and shall be prima facie evidence of the matters set forth therein for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of AGFC and the Subsidiary Guarantors under this Guaranty, and each of AGFC and the Subsidiary Guarantors hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being foregoing. Anything contained herein to the “Guaranteed Obligations”)contrary notwithstanding, the obligations of AGFC and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability Subsidiary Guarantors hereunder shall extend be limited to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company an aggregate amount equal to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact largest amount that they are unenforceable or would not allowable due render its obligations hereunder subject to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute avoidance as a fraudulent transfer or conveyance for purposes under Section 548 of the Bankruptcy Code of the United States (Title 11, United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act ) or any comparable provisions of any similar foreign, federal, provincial, state, federal or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancestate law.

Guaranty. (a) The Guarantors, Each of the undersigned hereby jointly and severally, hereby unconditionally and irrevocably, guaranty to as primary obligor and not merely as surety, guarantees the Collateral Agentfull and prompt payment when due, for the benefit of the Collateral Agent and the Buyers, the punctual payment, as and when due and payable, whether by stated maturity acceleration or otherwise, and at all times thereafter, of (a) all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding Obligations of the Company or any GuarantorBorrowers, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and (b) all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any Hedging Obligations of the Transaction Documents Loan Parties, (c) all Cash Management Obligations of the foregoing collectively being the “Guaranteed Obligations”), Domestic Loan Parties and agrees to pay any (d) all reasonable and all documented out-of-pocket costs and expenses (including counsel the reasonable fees and expensescharges of one counsel for the Administrative Agent and of any local counsel reasonably deemed appropriate by such counsel) incurred by the Collateral Administrative Agent during the existence of an Event of Default in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting applicable Loan Document against such undersigned (all such obligations, collectively, the generality “Liabilities”); provided that (i) the liability of each of the foregoing, each Guarantor’s liability undersigned hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount of the Liabilities that such undersigned may guaranty without rendering this Guaranty void or voidable with respect to such undersigned under any fraudulent conveyance, fraudulent transfer or similar law and (ii) the Liabilities, as will result to any of the undersigned, shall not include any Excluded Swap Obligations. Each of the undersigned, to the extent that is a Qualified ECP Guarantor, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in the Guaranteed Obligations respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent transfer or conveyance act, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Guaranty not constituting Section shall remain in full force and effect until the Obligations have been repaid in full in cash or Cash Collateralized and all Commitments terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a fraudulent transfer guarantee of the obligations of, and a “keepwell, support or conveyanceother agreement” for the benefit of, each other Loan Party for all purposes of the Commodity Exchange Act.

Guaranty. (a) The Guarantors, Each Loan Guarantor hereby agrees that it is jointly and severallyseverally liable for, hereby and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocably, guaranty irrevocably guarantees to the Collateral AgentAdministrative Agent (for itself and acting as agent for the Secured Parties, pursuant to Article 8 of the Credit Agreement) for the ratable benefit of the Secured Parties and each of their respective successors, transferees and assigns, the full and prompt payment, when and as the same become due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (excluding, for the benefit avoidance of doubt, any Excluded Swap Obligation), together with any and all expenses which may be incurred by the Collateral Administrative Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable Secured Parties in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under collecting any of the Transaction Documents (all Secured Obligations that are reimbursable in accordance with Section 9.03 of the foregoing Credit Agreement (collectively being the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be increased, extended, renewed, amended or modified, in whole or in part without notice to or further assent from it, and agrees to pay that it remains bound upon its guarantee notwithstanding any and such increase, extension, renewal, amendment or modification. In addition, if any or all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations become due and would be owed by payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to promptly pay the Company full amount of such Guaranteed Obligations to the Collateral Administrative Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to benefit of the existence Secured Parties, on demand. Each Loan Guarantor unconditionally and irrevocably guarantees the full payment of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance all of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations to the Secured Parties whether or not due or payable by the Borrower upon the occurrence of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes any of the Bankruptcy Code, Events of Default specified in Sections 7.01(f) or 7.01(g) of the Uniform Fraudulent Conveyance Act, Credit Agreement. This Loan Guaranty is a continuing one and shall remain in full force and effect until the Uniform Fraudulent Transfer Act Termination Date. All liabilities to which this Loan Guaranty applies or any similar foreign, federal, provincial, state, or other applicable law to may apply under the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time terms hereof shall be limited conclusively presumed to the maximum amount as will result have been created in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyancereliance hereon.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, hereby unconditionally as a guarantee of payment and irrevocablynot merely as a guarantee of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit of the Collateral Agent and the Buyerswhether at stated maturity, the punctual payment, as and when due and payable, by stated maturity upon acceleration or otherwise, and at all times thereafter, of (a) any and all Obligationsexisting and future indebtedness and liabilities of every kind, includingnature and character, without limitationdirect or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the Credit Parties arising under the Credit Agreement and any other Loan Document (including all interestrenewals, makeextensions and modifications thereof and all reasonable and, when possible, documented out-whole of-pocket costs, attorneys’ fees and other amounts expenses incurred by the Credit Parties in connection with the collection or enforcement thereof) and (b) any and all Obligations of Borrower arising under any Swap Contract that accrue after relates solely to the commencement Obligations entered into with a Person who is a Lender or an Affiliate of any Insolvency Proceeding of a Lender at the Company or any Guarantor, time that such Swap Contract was entered into (whether or not such Lender ceases to be a party to the payment of such interestCredit Agreement) (collectively, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), ; provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations. Administrative Agent’s books and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by records showing the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Company to the Collateral Agent genuineness, validity, regularity or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence enforceability of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty. The obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render its obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations Bankruptcy Code (Title 11, United States Code) or any comparable provisions of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceany applicable state law.

Guaranty. (a) The Guarantors, Guarantors jointly and severallyseverally irrevocably and unconditionally guaranty, hereby unconditionally as primary obligors and irrevocablynot merely as sureties, guaranty the due and punctual payment in full of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all Secured Obligations of any of the Loan Parties now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Each Guarantor acknowledges that a portion of the Loans and other extensions of credit may be advanced to the Collateral Agentit, that Letters of Credit may be issued for the benefit of its business and that the Collateral Agent Guaranteed Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts Obligations that accrue accrues after the commencement of any Insolvency Proceeding proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantee Party (or, if interest on any portion of the Company or any Guarantor, whether or not the payment Obligations ceases to accrue by operation of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any law by reason of the Transaction Documents (all commencement of said proceeding, such interest as would have accrued on such portion of the foregoing collectively being Obligations if said proceeding had not been commenced) shall be included in the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that because it is the intention of each Guarantor and the Agents that the Obligations should be determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Obligations. In the event that all such Persons that this Guaranty and or any portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder not constitute that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agents or any other Secured Party (other than Lender Counterparties) as a preference, fraudulent transfer or conveyance for purposes of the Bankruptcy Codeotherwise, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and any such payments that are so rescinded or any similar foreign, federal, provincial, state, or other applicable law recovered shall constitute Guaranteed Obligations. Subject to the extent applicable other provisions of this Section 1, upon the failure of any Guarantee Party to this Guaranty and pay any of the Guaranteed Obligations of when and as the same shall become due, each Guarantor hereunder. To effectuate will promptly upon written demand by each of the foregoing intentionAgents pay, the Collateral Agentor cause to be paid, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited in cash, to the maximum Agents for the ratable benefit of Secured Parties, an aggregate amount as will result in equal to the aggregate of the unpaid Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceObligations.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and agrees (b) the liability of each Guarantor individually with respect to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any other Transaction Documentcomparable provisions of any applicable state law. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and would liabilities, or portion thereof, which may be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are hereafter become unenforceable or not allowable due to compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Lender’s books and records showing the existence amount of an Insolvency Proceeding involving the Obligations shall be admissible in evidence in any Transaction Party. (b) Each action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by its acceptance the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The Guarantors, jointly Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due and payabledue, by whether at stated maturity maturity, upon acceleration or otherwise, and at all times thereafter, of any and all Obligationsexisting and future indebtedness and liabilities of every kind, includingnature and character, without limitationdirect or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of each Borrower to Credit Parties arising under the Credit Agreement and all interestinstruments, make-whole agreements and other amounts that accrue after documents of every kind and nature now or hereafter executed in connection with the commencement of any Insolvency Proceeding of the Company or any GuarantorCredit Agreement (including all renewals, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, extensions and modifications thereof and all fees, interest, premiums, penalties, causes of actions, costs, commissionsattorneys’ fees and expenses incurred by Lender in connection with the collection or enforcement thereof) (collectively, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), . The Administrative Agent’s books and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by records showing the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Company to the Collateral Agent genuineness, validity, regularity or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence enforceability of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, stateinstrument or agreement evidencing any Guaranteed Obligations, or other applicable law by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the extent applicable to this Guaranty and the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time Guaranty. The obligations of Guarantor hereunder shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render its obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations Bankruptcy Code (Title 11, United States Code) or any comparable provisions of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceany applicable state law.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentseverally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the Company or any and all Secured Obligations (for each Guarantor, whether or not subject to the payment of such interestproviso in this sentence, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the its “Guaranteed Obligations”), and agrees to pay any and all costs and expenses ; provided that (including counsel fees and expensesa) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable individually with respect to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Each Guarantor that was a “Guarantor” under, and as will result defined in, the Restated Credit Agreement (including without limitation, Borrower and Gulf State Pipe Line Company, Inc.) hereby agrees that (a) the provisions of this Article X constitute an amendment and restatement of the Guaranty Agreement under, and as defined in, the Restated Credit Agreement executed by Guarantor in favor of Bank of America, N.A, and (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Guaranteed Obligations Obligation (as defined in such prior guaranty agreements) or any other obligations owing to Bank of such Guarantor under this Guaranty not constituting a fraudulent transfer America or conveyanceany Lender or any other financing documents executed under, pursuant to, or in connection with, the Restated Credit Agreement.

Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Guaranteed Obligations; provided, that, (a) The Guarantorsthe Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, jointly and severally, hereby unconditionally and irrevocably, guaranty (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the Collateral Agent, for the benefit largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Collateral Agent and Bankruptcy Code of the Buyers, the punctual payment, as and when due and payable, by stated maturity United States or otherwise, of all Obligations, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement any comparable provisions of any Insolvency Proceeding of the Company applicable state law or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction DocumentApplicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor’s liability hereunder , and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall extend to all amounts that constitute part not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations and would be owed or any instrument or agreement evidencing any Guaranteed Obligations, or by the Company existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Collateral Agent Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any Buyer of them, under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, Guarantor hereby confirms that irrevocably waives any defenses it is the intention of may now have or hereafter acquire in any way relating to any or all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceforegoing.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, irrevocably guarantees the punctual paymentpayment when due, as and when due and payablewhether at scheduled maturity or on any date of a required prepayment or by acceleration, by stated maturity demand or otherwise, of all Obligations, obligations of the Company now or hereafter existing under or in respect of the Operative Documents (including, without limitation, all interestany extensions, make-whole and other amounts that accrue after the commencement modifications, substitutions, amendments or renewals of any Insolvency Proceeding or all of the Company or any Guarantorforegoing obligations), whether direct or not the payment of such interestindirect, make-whole and/or other amounts are enforceable absolute or are allowable in such Insolvency Proceedingcontingent, and all feeswhether for principal, interest, premiums, penaltiesfees, indemnities, contract causes of actionsaction, costs, commissions, expense reimbursements, indemnifications and all other amounts due expenses or to become due under any of the Transaction Documents otherwise (all of the foregoing collectively such obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all costs reasonable expenses (including, without limitation, reasonable fees and expenses (including counsel fees and expensesof counsel) reasonably incurred by the Collateral Agent or any Investor in enforcing any rights under this Guaranty or in respect of any other Transaction Operative Document. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to any Investor under or in respect of the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes Operative Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving any Transaction Partythe Company. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyerother Investor, hereby confirms that it is the intention of all such Persons that the provisions of this Guaranty and the Guaranteed Obligations obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, federal or other applicable state law to the extent applicable to this Guaranty and the Guaranteed Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers other Investors and the Guarantors hereby irrevocably agree that the Guaranteed Obligations obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the type referred to Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

Guaranty. (a) The Guarantors, jointly Each Guarantor hereby absolutely and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payabledue, whether at stated maturity, by stated maturity required prepayment, upon acceleration, demand or otherwise, of and at all Obligationstimes thereafter, including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding and all of the Company or any GuarantorObligations (other than Excluded Swap Obligations), whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all feesfor principal, interest, premiums, penaltiesfees, causes of actionsindemnities, damages, costs, commissionsexpenses or otherwise, expense reimbursementsof the Borrowers to the Secured Parties, indemnifications arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all other amounts due costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or to become due under any enforcement thereof) (the “Guarantied Obligations”). The Agent’s books and records showing the amount of the Transaction Documents (Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) The GuarantorsEach Guarantor hereby absolutely and unconditionally guarantees, jointly and severally, hereby unconditionally as a guarantee of payment and irrevocablynot merely as a guarantee of collection, guaranty to the Collateral Agentprompt payment when due, for the benefit of the Collateral Agent and the Buyerswhether at stated maturity, the punctual payment, as and when due and payable, by stated maturity upon acceleration or otherwise, and at all times thereafter, of (a) any and all Obligationsexisting and future indebtedness and liabilities of every kind, includingnature and character, without limitationdirect or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the Credit Parties arising under the Credit Agreement and all interestinstruments, make-whole agreements and other amounts documents of every kind and nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Credit Parties in connection with the collection or enforcement thereof) and (b) any and all debts, liabilities, obligations, covenants and duties of Borrower arising under any Swap Contract that accrue after relates solely to the commencement of any Insolvency Proceeding of the Company Obligations entered into with a Lender or any Guarantor, of its Affiliates at a time that such Lender is a party to the Credit Agreement (whether or not such Lender or Affiliate thereof ceases to be a party to the payment of such interestCredit Agreement) (collectively, make-whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively being the “Guaranteed Obligations”), . Administrative Agent’s books and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by records showing the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Company to the Collateral Agent genuineness, validity, regularity or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence enforceability of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty. The obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate amount equal to the maximum largest amount as will result in that would not render its obligations hereunder subject to avoidance under Section 548 of the Guaranteed Obligations Bankruptcy Code (Title 11, United States Code) or any comparable provisions of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyanceany applicable state law.