Common use of Guaranty Clause in Contracts

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XISection 15 within ten days of written demand. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor of the Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Bank as hereinafter provided the prompt payment of the Guaranteed Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of all Obligations otherwise and after giving effect to any grace periods) strictly in accordance with the terms hereof. Each of the Borrower now Guarantors hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or hereafter existing under otherwise and after giving effect to any Loan Documentgrace periods), the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise and after giving effect to any grace periods) in accordance with the terms of such extension or renewal. This is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of any Guarantor as guarantor hereunder shall be adjudicated to be invalid or unenforceable for principal, interest any reason (including, without limitation, all interest that accrues after the commencement because of any Insolvency Proceeding applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed shall be limited to the maximum amount such Guarantor could guarantee that is permissible under any Debtor Relief Lawapplicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay (without duplication of any amounts payable under Section 12.04) any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Agents and the 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 the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and unconditionally and irrevocably guarantees the punctual payment when as due, whether at stated maturity, by acceleration acceleration, by notice of prepayment or otherwise, the due and punctual performance of all Obligations Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 17.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Borrower now Loans or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after other Obligations and other future increases in the commencement of any Insolvency Proceeding of the BorrowerObligations, whether or not a claim any such increase is committed, contemplated or provided for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications by this Agreement or otherwise (such obligations, to the extent not paid by Other Documents on the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIdate hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts Obligations (including, without limitation, interest, Prepayment Premium, fees, costs and expenses) that constitute part of the Guaranteed Obligations and would be owed by any other obligor on the Borrower to the Secured Parties under any Loan Document Obligations but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy proceeding involving such other obligor because it is the Borrower. Notwithstanding any intention of the foregoing, Guaranteed Guarantors and Secured Parties that the Obligations shall not include which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any Excluded Swap rule of law or order which may relieve Borrowers or any other Guarantor of any portion of such Obligations. In no event shall the obligation of Each payment made by any Guarantor hereunder exceed pursuant to this Guaranty shall be made in lawful money of the maximum amount such Guarantor could guarantee under any Debtor Relief LawUnited States in immediately available funds.

Guaranty. Each Guarantor Company hereby jointly and severally irrevocably and unconditionally guaranties the due and irrevocably guarantees the punctual payment of all Obligations of all Borrowers hereunder and any Other Permitted Credit Exposure, when the same shall become due, whether at stated maturity, by acceleration or otherwiserequired payment, of all Obligations of the Borrower now or hereafter existing under any Loan Documentdeclaration, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications demand or otherwise (such obligations, to including amounts which would become due but for the extent not paid by operation of the Borrower, being automatic stay under Section 362(a) of the “Guaranteed Obligations”Bankruptcy Code), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) incurred by Collateral Agent, Agents or Lenders or their Affiliates party to such Other Permitted Credit Exposure (each, a “Guarantied Party” and collectively, the Secured Parties “Guarantied Parties”) in enforcing or preserving any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to Guaranty (all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include such obligations collectively (excluding any Excluded Swap Obligations), the “Guarantied Obligations”); provided, that, in order to enjoy the benefit of the foregoing guaranty any such Lender or Affiliate thereof party to any such Other Permitted Credit Exposure shall execute and deliver to Collateral Agent, during such time as such Lender is a Lender under this Agreement, an acknowledgment to the Intercreditor Agreement agreeing to be bound thereby and acknowledged by Borrowers’ Agent. In no event Any Lender or Affiliate thereof obtaining the benefit of the foregoing guaranty with respect to Other Permitted Credit Exposure shall the obligation of any Guarantor remain a Guarantied Party hereunder exceed the maximum amount with respect to such Guarantor could guarantee Other Permitted Credit Exposure only for so long as such Lender remains a Lender under any Debtor Relief Lawthis Agreement.

Guaranty. Each Guarantor hereby jointly and severally and hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower each other Credit Party, including, without limitation, Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (including, without limitation, all interest, fees, expense reimbursements and other amounts that accrue after the commencement of any proceeding of any Borrower or any other Credit Party under any Debtor Relief Laws) (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Agent, Documentation Agent and other Lender Parties in enforcing any rights under the guaranty set forth in this Article XIXIV. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers or any other Credit Party to the Secured Agent, Documentation Agent and other Lender Parties under any Loan Document Document, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding any proceeding under any Debtor Relief Laws involving the Borrowerany Borrower or any other Credit Party. This guaranty is a guaranty of payment and not of collection. Notwithstanding any of anything herein to the foregoingcontrary, Guaranteed the Obligations guaranteed under this Guaranty shall not in no event include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to Agent on behalf of the Lenders the due and prompt payment (whether at stated maturity, upon acceleration or otherwise and at all times thereafter), performance and discharge of all Secured Obligations. Each Guarantor further agrees that the Secured Obligations may be increased, amended, extended, renewed or otherwise modified in whole or in part without notice to or consent from such Guarantor, and that such actions will not affect the liability of such Guarantor under this Guaranty. All terms of this Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Secured Obligations. Each Guarantor hereby agrees that it is jointly and severally liable for this Guaranty. This guaranty of the Secured Obligations includes in all cases all such Secured Obligations which arise after the filing of a bankruptcy petition with respect to any Loan Party and unconditionally all such Secured Obligations which would become due but for the operation of (i) the automatic stay under Section 362(a) of the Bankruptcy Code, (ii) Section 502(b) of the Bankruptcy Code, or (iii) Section 506(b) of the Bankruptcy Code, including interest accruing under the Loan Documents after the filing of a bankruptcy petition, whether or not allowed or allowable as a claim in the Insolvency Proceeding. This Guaranty is a guaranty of prompt and irrevocably guarantees the punctual payment when dueof the Secured Obligations, whether at stated maturity, by acceleration or otherwise, and is not merely a guaranty of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawcollection.

Guaranty. Each For value received, Guarantor does hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees guarantee, as primary obligor and not as a surety, to Buyer the punctual full, complete and prompt payment when due, whether at stated maturity, by acceleration or otherwise, Seller of any and all Obligations of the Borrower amounts and payment obligations now or hereafter existing owing from Seller to Buyer under any Loan Documentthe PPA, whether for principal, interest (including, without limitation, all interest that accrues after compensation for penalties, the commencement of any Insolvency Proceeding Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise PPA (such obligations, to the extent not paid by the Borrower, being the “Guaranteed ObligationsAmount”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoingprovided, each that Guarantor’s aggregate liability under or arising out of this Guaranty shall extend to all amounts not exceed Dollars ($ ). The Parties understand and agree that constitute part any payment by Guarantor or Seller of any portion of the Guaranteed Obligations Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and would be owed by continuing guarantee of the Borrower 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 requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingPPA, Guaranteed Obligations Guarantor shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum promptly pay such amount such Guarantor could guarantee under any Debtor Relief Lawas required herein.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees irrevocably, guaranties the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations obligations of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Notes, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding insolvency proceeding of the BorrowerCompany or the Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) insolvency proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under the Notes (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Noteholders in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties under any Loan Document Noteholders but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding insolvency proceeding involving the Borrower. Notwithstanding any of Guarantor or the foregoingCompany (each, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawa “Transaction Party”).

Guaranty. Each Guarantor The Company hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations obligations of the each other Borrower now or hereafter existing under any Loan Document, whether for principal, interest or in respect of this Agreement and the Notes of such Borrower (including, without limitation, all interest that accrues after the commencement any extensions, modifications, substitutions, amendments or renewals of any Insolvency Proceeding or all of the Borrowerforegoing obligations), whether direct or not a claim indirect, absolute or contingent, and whether for post-filing interest is allowed in such Insolvency Proceeding) principal, interest, premiums, fees, commissionsindemnities, expense reimbursementscontract causes of action, indemnifications costs, expenses or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Secured Parties Agent or any Lender in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantorthe Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the any other Borrower to the Secured Parties Agent or any Lender under any Loan Document or in respect of this Agreement and its Notes 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 the such other Borrower. Notwithstanding any other provisions of this Agreement, stock of a foreign entity directly held by the Company shall not serve as security for the Guaranteed Obligations, other than stock of any such foreign entity representing no more than 65% of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation total combined voting power of any Guarantor hereunder exceed the maximum amount all classes of stock of such Guarantor could guarantee under any Debtor Relief Lawentity entitled to vote.

Guaranty. Each Guarantor hereby jointly unconditionally guarantees (subject to Section 9.10, Section 10.06 and severally Section 11.22), as a guaranty of payment and unconditionally performance and irrevocably guarantees the punctual not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations of the Borrower now or hereafter existing under any Loan DocumentFinance Obligations, whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissionsindemnities, expense reimbursementsdamages, indemnifications costs, expenses or otherwise (such obligationsotherwise, of each Loan Party to the extent not paid by the Borrower, being the “Guaranteed Obligations”)Secured Parties, and agrees to pay 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 expenses (including reasonable counsel costs, attorneys’ fees and expenses) expenses incurred by the Secured Parties in enforcing connection with the collection or enforcement thereof); provided, that with respect to each Guarantor, this Guaranty shall exclude (i) the Finance Obligations of such Guarantor as a counterparty under any rights Secured Hedge Agreement or direct obligor under any Secured Cash Management Agreement and (ii) the guaranty set forth Finance Obligations of such Guarantor in respect of any Facility under which such Guarantor is at any time a Borrower. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Finance Obligations or any instrument or agreement evidencing any Finance 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 Finance Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Article XI. Without limiting the generality 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’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each For value received, Guarantor does hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees guarantee, as primary obligor and not as a surety, to Buyer the punctual full, complete and prompt payment when due, whether at stated maturity, by acceleration or otherwise, Seller of any and all Obligations of the Borrower amounts and payment obligations now or hereafter existing owing from Seller to Buyer under any Loan Documentthe PPA, whether including compensation for principalpenalties, interest (includingthe Termination Payment, without limitationindemnification payments or other damages, all interest that accrues after as and when required pursuant to the commencement of any Insolvency Proceeding terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise PPA (such obligations, to the extent not paid by the Borrower, being the “Guaranteed ObligationsAmount”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoingprovided, each that Guarantor’s aggregate liability under or arising out of this Guaranty shall extend to all amounts not exceed Dollars ($ ). The Parties understand and agree that constitute part any payment by Guarantor or Seller of any portion of the Guaranteed Obligations Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar- for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and would be owed by continuing guarantee of the Borrower 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 requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingPPA, Guaranteed Obligations Guarantor shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum promptly pay such amount such Guarantor could guarantee under any Debtor Relief Lawas required herein.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to each of the Lenders the punctual payment payment, performance in full and observance when due, whether at stated maturity, by acceleration or otherwise, of all the Borrower’s Obligations of (the Borrower “Guaranteed Obligations”) now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding bankruptcy proceeding of the Borrower, whether or not a constituting an allowed claim for post-filing interest is allowed in such Insolvency Proceeding) bankruptcy proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”)otherwise, and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Administrative Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article XIIX, as they become due from time to time in accordance with the express provisions of the Loan Documents. The Administrative Agent shall be entitled to enforce this Guarantee for its own benefit and the ratable benefit of the Lenders and each Lender shall be entitled to enforce this Guarantee for its own benefit through the Administrative Agent in respect of the Guaranteed Obligations owing to it but without duplication. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding bankruptcy proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Except as otherwise provided herein, each Guarantor hereby hereby, jointly and severally severally, irrevocably, absolutely, and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to Noteholder the punctual prompt, complete, and full payment when due, whether at stated maturity, by acceleration or otherwiseand no matter how the same shall become due, of all Obligations sums payable by Jamex Parent, Company and any other member of the Borrower now or hereafter existing under any Jamex Group arising under, and in accordance with the terms of, the Loan DocumentDocuments, whether for principal, interest interest, fees (including, without limitation, all interest that accrues after including attorneys’ fees to the commencement of any Insolvency Proceeding extent provided in Section 13.5 of the BorrowerNote), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses and obligations for the payment of amounts that constitute part of arising under, and in accordance with the Guaranteed Obligations and terms of, the Loan Documents, which would be owed by the Borrower to the Secured Parties under any Loan Document Obligor but for the fact that they such liabilities are unenforceable not allowed as claims in any bankruptcy, reorganization, insolvency, liquidation or not allowable due similar proceeding involving any other Obligor. (b) If any Obligor shall for any reason fail to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding pay any of the foregoingGuaranteed Obligations, as and when such Guaranteed Obligations Obligation shall not include any Excluded Swap Obligations. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, then each Guarantor hereunder exceed (or, if such Obligor is a Guarantor, the maximum amount other Guarantors) will, upon demand by Noteholder, pay such Guarantor could guarantee under any Debtor Relief Lawunpaid Guaranteed Obligation in full to Noteholder.

Guaranty. Each Guarantor 8.1.1. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Holdings and, following the execution of the Project Company Joinder, Project Company (together with Holdings, the “Guarantors”), jointly and severally and severally, hereby unconditionally and irrevocably guarantees the full and punctual payment when due, and performance (whether at stated maturity, by upon acceleration or otherwise, ) of all Guaranteed Obligations, in each case as primary obligor and not merely as surety and with respect to all such Guaranteed Obligations of the Borrower howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing existing, or due or to become due. This is a guaranty of payment and not merely of collection. 8.1.2. All payments made by the Guarantors under this Article IX shall be payable in the manner required for payments by Borrower hereunder, including: (i) the obligation to make all such payments in Dollars, free and clear of, and without deduction for, any Taxes (including withholding taxes), (ii) the obligation to pay interest at the Post-Default Rate and (iii) the obligation to pay all amounts due under the Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement in Dollars. US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| 8.1.3. Any term or provision of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, this guaranty to the extent not paid by contrary notwithstanding the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part aggregate maximum amount of the Guaranteed Obligations and would for which any Guarantor shall be owed by liable (in the Borrower case of Holdings, subject to the Secured Parties Section 9.07) under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations this guaranty shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount for which such Guarantor could guarantee can be liable without rendering this guaranty or any other Financing Document, as it relates to such Guarantor void or voidable under any Debtor Relief LawApplicable Law relating to fraudulent conveyance or fraudulent transfer.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby (a) Subject to the provisions of paragraph 2(b) and (c), the Guarantors hereby, jointly and severally and severally, unconditionally and irrevocably guarantees guaranty to the punctual Beneficiaries and their respective successors, endorsees, transferees and assigns the prompt and complete payment when due, due (whether at the stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest Guaranteed Obligations. (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingb) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Anything to the extent contrary notwithstanding, the Guarantors shall not paid at anytime be required to make any payment with regard to the Tranche B Loans or with respect to the Contribution Obligations unless at such time a Lease Event of Default has occurred and is continuing. (c) Anything herein or in any other Operative Agreement to the contrary notwithstanding, the maximum liability of each Guarantor (other than HCC) hereunder and under the other Operative Agreement shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the Borrowerinsolvency of debtors. (d) The Guarantors further agree, being the “Guaranteed Obligations”)jointly and severally, and agrees to pay any and all costs, expenses (including reasonable counsel all fees and expensesdisbursements of counsel) and damages which may be paid or incurred by the Secured Parties in enforcing enforcing, or obtaining advice of counsel in respect of, any rights under with respect to, or collecting from the guaranty set forth in this Article XI. Without limiting the generality of the foregoingGuarantors, each Guarantor’s liability shall extend to any or all amounts that constitute part of the Guaranteed Obligations and would be owed by and/or enforcing any rights with respect to, or collecting against, the Borrower to the Secured Parties Guarantors under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawthis Guarantee.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses for which an invoice has been presented (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents and the 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 the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, performance and observance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerBorrowers, whether or not a constituting an allowed claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Administrative Agent, the Lenders and the L/C Issuer in enforcing any any. rights under the guaranty set forth in this Article XI10. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Administrative Agent, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers or a Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Subject in all respects to the terms, conditions and limitations set forth in this Agreement, the Uber Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Agent, for the benefit of the Lenders, the full and prompt payment by the Borrower, when due, due (whether at stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest Obligations (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), . This Agreement is a guaranty of payment and agrees not of collection only. Agent shall not be required to pay exhaust any and all expenses (including reasonable counsel fees and expenses) incurred by right or remedy or take any action against the Secured Parties Borrower or any other person or entity. Nothing except cash payment in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part full of the Guaranteed Obligations shall release the Uber Guarantor from liability under this Agreement; provided, however, that the maximum amount payable by the Uber Guarantor under this Agreement shall not exceed $125,000,000 in the aggregate. (b) The Uber Guarantor is not, and would shall not be owed by deemed to be, a “Guarantor” or a “Loan Party” under the Credit Agreement. The Uber Guarantor is not, and shall not be deemed to be, subject to or required to comply with any covenant or obligation set forth in the Credit Agreement or in any other Loan Document (except for this Agreement) and there shall be no Default or Event of Default under the Credit Agreement for a failure of the Uber Guarantor, or of the failure of the Borrower to cause the Secured Parties under any Loan Document but for Uber Guarantor, to comply with the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any terms of the foregoingCredit Agreement (other than this Agreement), Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawincluding those terms applicable to a “Guarantor” or a “Loan Party”.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXI in accordance with Section 12.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise, and all other amounts owing in respect of the BorrowerObligations (collectively, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Administrative Agent, the Issuing Agent, or any Lender under the Loan Documents or by any Loan Document Borrower or any Borrower’s Subsidiary to any 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 Borrower or such other Subsidiary. (b) It is the Borrowerintention of Guarantor and each Credit Party that the amount of the Guaranteed Obligations guaranteed by Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirements applicable to Guarantor. Notwithstanding 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 foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise otherwise, (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under the guaranty set forth in this Article XIVIII, subject to Section 11.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Lender under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, jointly and severally and unconditionally and irrevocably guarantees with the punctual other Guarantors, the prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations, whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after the commencement of any Insolvency Proceeding fees, indemnities, damages, costs, expenses or otherwise, of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Borrower to the extent not paid by the Borrower, being the “Guaranteed Obligations”)Secured Parties, and agrees to pay 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 expenses (including reasonable counsel costs, attorneys’ fees and expenses) expenses incurred by the Secured Parties in enforcing any rights under connection with the guaranty set forth in this Article XIcollection or enforcement thereof). 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, and shall be binding upon each Guarantor’s liability shall extend to all amounts that constitute part , and conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations and would Obligations. This Guaranty shall not be owed affected by the Borrower 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 Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due Obligations which might otherwise constitute a defense to the existence obligations of an Insolvency Proceeding involving the Borrower. Notwithstanding such 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, Guaranteed foregoing other than the payment and performance of the Obligations shall not include any Excluded Swap Obligations. In no event shall in full in cash in accordance with the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawLoan Documents.

Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and unconditionally and irrevocably guarantees the punctual payment when as due, whether at stated maturity, by acceleration acceleration, by notice of prepayment or otherwise, the due and punctual performance of all Obligations Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 17.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Borrower now Loans or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after other Obligations and other future increases in the commencement of any Insolvency Proceeding of the BorrowerObligations, whether or not a claim any such increase is committed, contemplated or provided for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications by this Agreement or otherwise (such obligations, to the extent not paid by Other Documents on the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIdate hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts Obligations (including, without limitation, interest, MOIC Amount, fees, costs and expenses) that constitute part of the Guaranteed Obligations and would be owed by any other obligor on the Borrower to the Secured Parties under any Loan Document Obligations but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy proceeding involving such other obligor because it is the Borrower. Notwithstanding any intention of the foregoing, Guaranteed Guarantors and Secured Parties that the Obligations shall not include which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any Excluded Swap rule of law or order which may relieve Borrowers or any other Guarantor of any portion of such Obligations. In no event shall the obligation of Each payment made by any Guarantor hereunder exceed pursuant to this Guaranty shall be made in lawful money of the maximum amount such Guarantor could guarantee under any Debtor Relief LawUnited States in immediately available funds.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under the guaranty set forth in this Article XI‎VIII, subject to ‎Section 11.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Lender under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Subject to Article 25, Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees that the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations will be paid strictly in accordance with the terms of the Borrower Credit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter existing under in effect in any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after jurisdiction affecting any of such terms or the commencement rights of any Insolvency Proceeding Lender with respect thereto. This Guaranty is a guaranty of the Borrower, whether or payment and not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIof collection only. Without limiting the generality of the foregoing, each subject to Article 25, Guarantor’s 's liability shall extend to all amounts that which constitute part of the Guaranteed Obligations and would be owed by Borrower under the Borrower to Credit Agreement and the Secured Parties under any other Loan Document 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 the Borrower. Guarantor agrees that, as between Guarantor and Lender, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that, in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by Guarantor for the purposes of this Guaranty. Notwithstanding any of the foregoing, Guaranteed the liability of Guarantor with respect to the Obligations shall be limited to the lesser of: (a) the amount provided in Article 25, or (b)an aggregate amount equal to the largest amount that would not include render his obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provisions of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawapplicable state law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of (A) in the case of each Guarantor that is a U.S. Loan Party, all Obligations and (B) in the case of each Guarantor that is a Foreign Loan Party, the Borrower Foreign Obligations now or hereafter existing under any Loan Document, in each case, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. X. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally and irrevocably irrevocably, as primary obligor and not merely as surety, guarantees the punctual full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, and at all times thereafter, of all Obligations Guaranteed Obligations. The liability of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Guarantor hereunder shall be limited to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part maximum amount of the Guaranteed Obligations and would be owed by which the Borrower to Guarantor may guaranty without rendering the Secured Parties obligations of the Guarantor hereunder void or voidable under any Loan Document but for fraudulent conveyance or fraudulent transfer law. The Guarantor agrees that, in the fact that they are unenforceable event of the occurrence of any Event of Default under Sections 6(e), 6(f) or not allowable due to the existence 6(g) of an Insolvency Proceeding involving the Borrower. Notwithstanding any Seller Note, and if such event shall occur at a time when any of the foregoing, Guaranteed Obligations shall may not include any Excluded Swap Obligationsthen be due and payable, the Guarantor will pay to the Sellers forthwith the full amount which would be payable hereunder by the Guarantor if all Guaranteed Obligations were then due and payable. In no event shall If acceleration of the obligation time for payment of any amount payable by the Maker under the Seller Notes is stayed upon the insolvency, bankruptcy or reorganization of the Maker, all such amounts otherwise subject to acceleration under the terms of the Seller Notes shall nonetheless be payable by the Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under forthwith on demand by any Debtor Relief LawSeller.

Guaranty. Each Guarantor of the Guarantors hereby jointly and severally and unconditionally and irrevocably -------- guarantees to the punctual Bank as hereinafter provided the prompt payment of the Guaranteed Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of all Obligations otherwise and after giving effect to any grace periods) strictly in accordance with the terms hereof. Each of the Borrower now Guarantors hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or hereafter existing under otherwise and after giving effect to any Loan Documentgrace periods), the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise and after giving effect to any grace periods) in accordance with the terms of such extension or renewal. This is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of any Guarantor as guarantor hereunder shall be adjudicated to be invalid or unenforceable for principal, interest any reason (including, without limitation, all interest that accrues after the commencement because of any Insolvency Proceeding applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed shall be limited to the maximum amount such Guarantor could guarantee that is permissible under any Debtor Relief Lawapplicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees to the punctual Bank, and its successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) and performance of all Obligations indebtedness, liabilities and other obligations of the Borrower now or hereafter existing under any Loan Documentto the Bank, whether for principalcreated under, interest (includingarising out of or in connection with the Credit Agreement, without limitationthe Note or any of the other Loan Documents, including all unpaid principal of the Advances, all interest that accrues after accrued thereon, all fees due under the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any Credit Agreement and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all other amounts that constitute part of the Guaranteed Obligations and would be owed payable by the Borrower to the Secured Parties under Bank thereunder or in connection therewith. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any Loan Document but for the fact that they are and all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or not allowable due to shall be an allowed or disallowed claim under the existence United States Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of an Insolvency Proceeding involving the Borrower. Notwithstanding any of , and all other indebtedness, liabilities and obligations to be paid or performed by Guarantor in connection with this Guaranty, shall hereinafter be collectively referred to as the foregoing, “Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.”

Guaranty. Each Guarantor The Guarantor, as primary obligor and not merely as surety, hereby jointly and severally irrevocably and unconditionally guarantees to each Holder and irrevocably guarantees to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at stated maturityStated Maturity, by acceleration or otherwise, of all Obligations obligations of the Borrower Company now or hereafter existing under any Loan Document, this Indenture whether for principalprincipal of or interest on the Notes, interest (including, without limitation, and premium and Make-Whole Amount if any) and all interest that accrues after the commencement of any Insolvency Proceeding other monetary obligations of the Borrower, whether or not a claim for post-filing interest is allowed Company under this Indenture and the Notes in respect of the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid obligations guaranteed hereby by the Borrower, Guarantor being the “Guaranteed Obligations”), and . The guaranty of the Guarantor under this Article 12 is herein referred to as this “Guaranty”. The Guarantor agrees to pay any and all fees and expenses (including reasonable counsel attorney’s fees and expenses) incurred by the Secured Parties Trustee or the Holders in enforcing any rights under the guaranty set forth in this Article XI12 with respect to the Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend this Guaranty guarantees, to the extent provided herein, the payment of all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Borrower to Company under this Indenture or the Secured Parties under any Loan Document Notes 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany.

Guaranty. (a) Each Guarantor hereby unconditionally and irrevocably, jointly and severally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally the Secured Parties, the prompt and irrevocably guarantees complete payment and performance by the punctual payment Borrower when due, due (whether at the stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now Lender Indebtedness. (b) Anything herein or hereafter existing under in any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, other Financing Document to the extent not paid by contrary notwithstanding, the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s maximum liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder and under the other Financing Documents shall in no event exceed the maximum amount which can be guaranteed by such Guarantor could guarantee without rendering the obligations of such Guarantor void or voidable as a fraudulent transfer or fraudulent conveyance under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Lender Indebtedness may at any Debtor Relief Lawtime and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Article 2 or affecting the rights and remedies of any Lender hereunder. (d) The guaranty contained in this Article 2 shall remain in full force and effect until all of the Lender Indebtedness and the obligations of each Guarantor under the guaranty contained in this Article 2 shall have been satisfied by payment in full, no Letters of Credit remain outstanding and the Revolving Credit Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement no Lender Indebtedness may be outstanding.

Guaranty. Each Guarantor (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor, jointly and severally and severally, hereby unconditionally and irrevocably guarantees the full and punctual payment when due, and performance (whether at stated maturity, by upon acceleration or otherwise, ) of all Guaranteed Obligations, in each case as primary obligor and not merely as surety and with respect to all such Guaranteed Obligations of the Borrower howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing existing, or due or to become due. This is a guaranty of payment and not merely of collection. (b) All payments made by the Guarantors under this Article IX shall be payable in the manner required for payments by Borrower hereunder, including: (i) the obligation to make all such payments in Dollars, free and clear of, and without deduction for, any Taxes (including withholding taxes), (ii) the obligation to pay interest at the Default Rate and (iii) the obligation to pay all amounts due under the Loan Document, whether for principal, interest in Dollars. (including, without limitation, all interest that accrues after the commencement c) Any term or provision of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, this guaranty to the extent not paid by contrary notwithstanding the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part aggregate maximum amount of the Guaranteed Obligations and would for which any Guarantor shall be owed by liable (in the Borrower case of Holdings, subject to the Secured Parties Section 9.07) under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations this guaranty shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount for which such Guarantor could guarantee can be liable without rendering this guaranty or any other Loan Document, as it relates to such Guarantor void or voidable under any Debtor Relief LawApplicable Law relating to fraudulent conveyance or fraudulent transfer.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Purchase Agreements, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Company to the Secured Parties Collateral Agent under any Loan Document the Purchase Agreements and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "TRANSACTION PARTY").

Guaranty. (a) Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts owing in respect of Letter of Credit Obligations, expense reimbursementsamounts required to be provided as collateral, indemnifications indemnities, expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent, any Issuing Bank or any Bank under the Credit Documents and by the Borrower to any Loan Document 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 the Borrower. (b) It is the intention of the Guarantors and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Notwithstanding 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 foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor The Guarantor, as primary obligor and not merely as surety, hereby jointly and severally irrevocably and unconditionally guarantees to each Holder and irrevocably guarantees to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at stated maturityStated Maturity, by acceleration or otherwise, of all Obligations obligations of the Borrower Company now or hereafter existing under any Loan Document, this Indenture whether for principalprincipal of or interest on the Notes, interest (including, without limitation, and premium and Make-Whole Amount if any) and all interest that accrues after the commencement of any Insolvency Proceeding other monetary obligations of the Borrower, whether or not a claim for post-filing interest is allowed Company under this Indenture and the Notes in respect of the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid obligations guaranteed hereby by the Borrower, Guarantor being the “"Guaranteed Obligations”"), and . The guaranty of the Guarantor under this Article 12 is herein referred to as this "Guaranty". The Guarantor agrees to pay any and all fees and expenses (including reasonable counsel attorney's fees and expenses) incurred by the Secured Parties Trustee or the Holders in enforcing any rights under the guaranty set forth in this Article XI12 with respect to the Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend this Guaranty guarantees, to the extent provided herein, the payment of all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Borrower to Company under this Indenture or the Secured Parties under any Loan Document Notes 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. 4.1 The Guarantee. ------------- Each Guarantor of the Guarantors hereby jointly and severally guarantees to each Lender, to each Affiliate of a Lender that enters into a Hedging Agreement and unconditionally and irrevocably guarantees to the punctual Administrative Agent as hereinafter provided the prompt payment of the Guaranteed Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise, ) in accordance with the terms of all Obligations such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Borrower now Credit Documents or hereafter existing under Hedging Agreements, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any Loan Document, whether for principal, interest reason (including, without limitation, all interest that accrues after the commencement because of any Insolvency Proceeding applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed shall be limited to the maximum amount such Guarantor could guarantee that is permissible under any Debtor Relief Lawapplicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty (a) the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower obligations and any other amounts now or hereafter existing under any Loan Documentowing by the Company in respect of it in respect of the Note and the other Note Transaction Documents, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding proceeding commenced by or against any the Company or any Guarantor under any provision of the BorrowerBankruptcy 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 a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Buyer in enforcing any rights under this Guaranty (such obligations, to the guaranty set forth extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in this Article XIthe Note and the other Note Transaction Documents. 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 Borrower Company to the Secured Parties Buyer under any Loan Document the Note but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. Each Guarantor hereby Stratus Properties Inc., a Delaware corporation (the “Guarantor”) has joined herein for the sole purpose of evidencing the Guarantor’s guarantee, jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwiseseverally, of all Obligations of Seller’s obligations under this Agreement and all instruments to be executed and delivered by Seller at Closing. Except as set forth in the proviso below, Guarantor’s liability under this guaranty shall be limited to an amount equal to two percent (2%) of the Borrower now Purchase Price, in the aggregate (the “Liability Cap”); provided, however, the Liability Cap shall not limit Guarantor’s liability to satisfy Seller’s indemnity obligations under Section 11.01 or hereafter existing Guarantor’s obligations under any Loan Document, whether the Master Lease Guaranty or ▇▇▇▇ Indemnification Agreement. The Guarantor agrees that this guaranty shall be for principal, interest the benefit of Purchaser and its successors and assigns and may be enforced by Purchaser (including, without limitation, all interest that accrues after the commencement and such successors and assigns) independent of any Insolvency Proceeding action Purchaser may have against Seller. The Guarantor represents to Purchaser that (a) the Guarantor currently holds assets, other than the Guarantor’s interest in the Property, having a fair market value of at least $5,000,000; (b) the Guarantor is an affiliate of Seller and, as such, expects to derive benefits from this Agreement; and (c) this guaranty has been approved by all applicable action and represents a legal, valid and binding obligation of the Borrower, whether or not a claim for post-filing interest is allowed Guarantor enforceable in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, accordance with its terms. Seller and the Guarantor acknowledge and agree that Purchaser has relied and has the right to rely upon the extent not paid by foregoing in connection with Purchaser’s consummation of the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty transaction set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawAgreement.

Guaranty. Each Subject to the provisions of this Guaranty, Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees the punctual full and timely payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations due of the Borrower now or hereafter existing obligations of Market Participants under any Loan Documentthe Agreements, whether for principal, interest whenever and by whomever incurred (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding “Obligations”) in accordance with the terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”)Agreements. In furtherance, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties not in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality limitation of the foregoing, each if any Market Participant fails to pay or perform any Obligation, Guarantor shall pay to or perform for the benefit of the ISO the amount or performance due in the same currency and manner and at the times provided for in the Agreements. This Guaranty constitutes a guarantee of payment and performance and not of collection. The liability of Guarantor under the Guaranty is subject to the following: Guarantor’s monetary liability shall extend under this Guaranty is specifically limited to all amounts that constitute part payments expressly required to be made in accordance with the Agreements (even if such payments are deemed to be damages), together with the Costs (as set forth in Section 14 (Costs and Expenses)) and, except to the extent specifically provided in the Agreements or elsewhere in this Guaranty, in no event will Guarantor be subject under this Guaranty to consequential, exemplary, equitable, loss of profits, or punitive damages. Notwithstanding Section 1(a), the aggregate liability of the Guaranteed Guarantor under this Guaranty will not exceed $ [insert Guaranty amount] USD at any one time, plus Costs, which amounts may be allocated among the Market Participants and Obligations and would be owed by in such amounts as the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingISO, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawin its sole discretion, determines.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerBorrowers, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXIX. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the BorrowerBorrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Company to the Secured Parties Collateral Agent under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “”Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) , fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXI in accordance with Section 12.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without Subject to Section 11.07, without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Loan Party to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount Borrower or such Guarantor could guarantee under any Debtor Relief Lawother Loan Party.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ‎Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Parent to the Secured Parties Collateral Agent under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "Transaction Party").

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of counsel) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XISection 4. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Investor in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Parent to the Secured Parties Investor under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "Transaction Party").

Guaranty. Each Guarantor hereby jointly and severally Calpine irrevocably and unconditionally guarantees to BAMAGAS the prompt and irrevocably guarantees the punctual complete payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations amounts payable or becoming payable by CES to BAMAGAS and the payment of all present and future liabilities of all kinds of CES to BAMAGAS under or pursuant to the Borrower now or hereafter existing under any Loan DocumentAgreement, whether for principal, interest (including, without limitation, all interest that accrues after the commencement damages suffered by BAMAGAS by reason of CES’ breach of any Insolvency Proceeding of its representations, warranties, indemnities, covenants and other obligations to BAMAGAS under the Agreement and any amendments thereto (collectively the “Obligations”) . This is a guaranty of payment and not of collection. If CES fails to pay or perform any of the BorrowerObligations, for any reason, Calpine will pay or cause to be paid such Obligations directly for BAMAGAS’ benefit promptly upon BAMAGAS’ demand therefor and without BAMAGAS having to make prior demand on CES. This Guaranty is a primary obligation of Calpine and all payments hereunder shall be made without reduction, whether by offset, payment in escrow, or not a claim for post-filing interest is allowed in such Insolvency Proceeding) feesotherwise, commissions, expense reimbursements, indemnifications or otherwise (such obligations, except to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees of any defenses to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights payment or performance which CES may have under the guaranty set forth in Agreement. Notwithstanding anything to the contrary herein, this Article XI. Without limiting Guaranty shall continue to be effective or reinstated, as the generality case may be, if at any time payment of the foregoingObligations, each Guarantor’s liability shall extend to or any part thereof, is rescinded or must otherwise be returned by BAMAGAS upon the insolvency, bankruptcy or reorganization of CES or otherwise, all amounts that constitute part as though the payment of the Guaranteed such Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or had not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbeen made.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent and the 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 the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) , Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses for which an invoice has been presented (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations obligations of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Purchase Agreements, whether for principalthe Notes and the other Transaction Documents, including, without limitation, all principal of and all interest on the Notes (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrowerany Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent or any Investor in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Company to the Secured Parties Collateral Agent or any Investor under any Loan Document the Purchase Agreements and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a “Transaction Party”).

Guaranty. Each Guarantor The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwiseotherwise (including, without limitation, all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code, 11 U.S.C. ss. 362(a)), of all Obligations obligations of the Borrower now or hereafter existing to the Bank, including, but not limited to, all obligations of the Borrower now or hereafter existing under any Loan Documentthe Notes and the other Facility Documents to which the Borrower is or will be a party, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications expenses or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “Guaranteed Obligations”"OBLIGATIONS"), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Secured Parties Bank in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document Bank 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 the BorrowerBorrower or any other Guarantor. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation obligations of any each Guarantor hereunder exceed shall be limited to a maximum aggregate amount equal to the maximum greatest amount that would not render such Guarantor could guarantee Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any Debtor Relief Lawprovisions of applicable state law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Investor in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Parent to the Secured Parties Investor under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a “Transaction Party”).

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents, (ii) one outside counsel and one local counsel in each relevant jurisdiction for the Specified Lender, the Observer and any Lender Director and (iii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable, documented out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents and the Lenders (or any of them) in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Agents and the 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under the guaranty set forth in this Article XIVIII, subject to ‎Section 10.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Lender under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby of the Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of [the Borrower [Parent] [Mexican] Borrower] [any guarantors of the foregoing Obligations] now or hereafter existing under the Credit Agreement, the Notes, and any Loan other Credit Document, whether for principal, interest (includingReimbursement Obligations, without limitationRate Hedging Obligations owing to any Swap Counterparty, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrowerinterest, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissionsexpenses, expense reimbursements, indemnifications indemnification or otherwise (all such obligations, to the extent not paid by the Borrower, obligations being the “'Guaranteed Obligations”'), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Party, the Administrative Agent, the Issuing Bank, any Lender, or any other Credit Party in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they even if such Guaranteed Obligations are declared unenforceable or not allowable due to in a bankruptcy, reorganization, or similar proceeding involving [the existence [Parent] [Mexican] Borrower] [such guarantor of an Insolvency Proceeding involving such forgoing Obligations]. This Guaranty is a guarantee of payment, not of collection, and the Borrower. Notwithstanding any Guarantors are primarily liable for the payment of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations obligations of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding proceeding commenced by or against such Person under any provision of the BorrowerUnited States Bankruptcy Code (11 U.S.C. § 101, et seq.), as amended, and any successor statute 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”) of the Parent or the Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Buyers in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Secured Parties Buyers under any Loan Document 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 the Borrower. Notwithstanding any of Guarantor or the foregoingParent (each, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawa "Transaction Party”).

Guaranty. Each The Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably irrevocably: (a) guarantees the full and punctual payment when duedue in accordance with the terms of the Letter Agreement, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications expenses or otherwise otherwise; and (such obligations, to b) indemnifies and holds harmless the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay Lender for any and all reasonable out-of-pocket costs and expenses (including reasonable counsel attorney's fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under this Guaranty after the guaranty set forth in occurrence of a demand for payment of all Accrued Liabilities is made hereunder; PROVIDED HOWEVER, that the Guarantor shall be liable under this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed 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 could guarantee under specifically agrees that it shall not be necessary or required that the Lender exercise any Debtor Relief Lawright, assert any claim or demand or enforce any remedy whatsoever against the Borrower (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of GES and the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of GES, the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Company or GES to the Secured Parties Collateral Agent under any Loan Document 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 Guarantor, GES or the Borrower. Notwithstanding any of the foregoingCompany (each, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawa “Transaction Party”).

Guaranty. Each Guarantor GlyEco hereby irrevocably jointly and severally guarantees each and unconditionally every covenant and irrevocably guarantees obligation of each other Seller, the punctual payment when duefull and timely performance of such Sellers’ obligations under the provisions of this Agreement, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest the indemnification obligations of each such Seller set forth in Section 11 hereof. This is a guaranty of payment and performance, and not of collection, and GlyEco acknowledges and agrees that accrues after this guaranty is full, irrevocable and unconditional, and no release or extinguishments of such Sellers’ liabilities or obligations (other than in accordance with the commencement terms of any Insolvency Proceeding of the Borrowerthis Agreement), whether by decree in any bankruptcy proceeding or not a claim otherwise, will affect the continuing validity and enforceability of this guaranty. GlyEco hereby waives, for post-filing interest is allowed in such Insolvency Proceeding) feesthe benefit of Purchaser and to the fullest extent permitted by law, commissionsany defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, expense reimbursements, indemnifications or otherwise (such obligations, except to the extent that any such defense is available to each such Seller. GlyEco understands that Purchaser is relying on this guaranty in entering into this Agreement. GlyEco may not paid by the Borrowerassign any of its agreements, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any obligations or rights under this Agreement, in whole or in part, without the guaranty set forth in prior written consent of Purchaser. This Section 26 shall survive the termination of this Article XI. Without limiting the generality Agreement until all obligations of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Seller hereunder have been timely and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawfully performed.

Guaranty. Each Guarantor hereby unconditionally and irrevocably jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-post filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each Guarantor hereby jointly and severally absolutely and unconditionally guarantees (on a joint and irrevocably guarantees the punctual several basis), as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by upon acceleration or otherwise, of and at all Obligations times thereafter, all obligations of the Borrower now or hereafter existing under any Loan Documentthe Note, whether including without limitation obligations for principalrepayment of principal and for payment of all interest, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissionsindemnities, expense reimbursements, indemnifications or otherwise and other costs required to be paid by the Borrower under the Note (all such obligations, to the extent not paid by the Borrowercollectively, being the “Guaranteed Obligations”), . The Lender’s books and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by records showing the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability 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 in the absence of manifest error 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 Borrower 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 Secured Parties under any Loan Document but for Guaranteed Obligations which might otherwise constitute a defense (other than the fact that they are unenforceable defense of payment or not allowable due performance) to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation obligations of any Guarantor under this Guaranty. The obligations of each Guarantor hereunder exceed shall be limited to an aggregate amount equal to the maximum largest amount such Guarantor could guarantee that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any other applicable Debtor Relief Law.

Guaranty. Each Guarantor The Company hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees to the punctual Agent and each Bank as hereinafter provided, as primary obligor and not merely as surety, the prompt payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations indebtedness of the Borrower hereunder to the Agent and each of the Banks in any form, however and whenever incurred or evidenced, whether now existing or hereafter existing under any Loan Documentarising, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay including any and all expenses (including reasonable counsel fees credit extended and expenses) incurred any other obligations owing by the Secured Parties Borrower to the Banks in enforcing connection with the Loans at any rights under time outstanding during the guaranty set forth in term of this Article XI. Without limiting the generality of the foregoingAgreement, each Guarantor’s liability shall extend to all plus interest, fees, reimbursement obligations, indemnity obligations and other amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under Agent and the Banks hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any Loan Document but for of the fact Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that they in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. There are unenforceable or not allowable due no conditions precedent to the existence enforcement of an Insolvency Proceeding involving the Borrowerthis guaranty. Notwithstanding any provision to the contrary contained herein or in any other of the foregoingLoan Documents or the other documents relating to the Guaranteed Obligations, Guaranteed Obligations the obligations of the Company under this Agreement and the other Loan Documents shall not include any Excluded Swap Obligations. In no event shall exceed an aggregate amount equal to the obligation of any Guarantor hereunder exceed the maximum largest amount that would not render such Guarantor could guarantee obligations subject to avoidance under any Debtor Relief Lawapplicable debtor relief laws.

Guaranty. Each (a) Except as otherwise provided herein, each Guarantor hereby hereby, jointly and severally severally, irrevocably, absolutely, and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to Holder the punctual prompt, complete, and full payment when due, whether at stated maturity, by acceleration or otherwiseand no matter how the same shall become due, of all Obligations sums payable by Jamex Parent, Company and any other member of the Borrower now or hereafter existing under any Jamex Group arising under, and in accordance with the terms of, the Loan DocumentDocuments, whether for principal, interest interest, fees (including, without limitation, all interest that accrues after including attorneys’ fees to the commencement of any Insolvency Proceeding extent provided in Section 6.7 of the BorrowerNote), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses and obligations for the payment of amounts that constitute part of arising under, and in accordance with the Guaranteed Obligations and terms of, the Loan Documents, which would be owed by the Borrower to the Secured Parties under any Loan Document Obligor but for the fact that they such liabilities are unenforceable not allowed as claims in any bankruptcy, reorganization, insolvency, liquidation or not allowable due similar proceeding involving any other Obligor. (b) If any Obligor shall for any reason fail to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding pay any of the foregoingGuaranteed Obligations, as and when such Guaranteed Obligations Obligation shall not include any Excluded Swap Obligations. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, then each Guarantor hereunder exceed (or, if such Obligor is a Guarantor, the maximum amount other Guarantors) will, upon demand by Holder, pay such Guarantor could guarantee under any Debtor Relief Lawunpaid Guaranteed Obligation in full to Holder.

Guaranty. Each (a) The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual full and prompt payment , when due, whether at stated upon maturity, by acceleration or otherwise, and at all times thereafter of all Obligations sums which may now be or may hereafter become due and owing by the Borrowers under and in connection with the Loan Agreement and the other Loan Documents which include all of the Borrower now Secured Obligations. Notwithstanding the foregoing, Guarantor's liability hereunder with respect to the Secured Obligations shall be limited to an amount (the "Guaranteed Amount"), at any time of determination equal to the lesser of (i) $11,500,000 or hereafter existing (ii) the sum of 24.5% of the outstanding Secured Obligations under any Loan Documentthe Equipment Purchase Facility plus 41.1% of the outstanding Secured Obligations under the Deposit Facility and the Working Capital Facility at such time. The Guarantor hereby agrees that this Guaranty is an absolute guarantee of payment and is not a guaranty of collection. (b) Notwithstanding anything contained herein to the contrary, whether for principalGuarantor's liability with respect to this Guaranty shall include all fees, interest costs and expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), court costs and agrees to pay any reasonable attorneys' fees and all expenses (including reasonable counsel fees costs and expenses) paid or incurred by the Secured Parties in enforcing Lender in: (i) endeavoring to collect all or any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Secured Obligations and would be owed by the Borrower up to the Secured Parties Guaranteed Amount from, or in prosecuting any action against, the Guarantor; (ii) taking any action with respect to any security or collateral securing the obligations of Guarantor under any Loan Document but for this Guaranty; and (iii) preserving, protecting or defending the fact that they enforceability of this Guaranty or its rights hereunder (all such costs and expenses are unenforceable or not allowable due referred to hereinafter collectively as the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law"Expenses").

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees guarantee the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under Borrowers from time to time owing by them in respect of any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerProceeding, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), reimbursement obligations and repayment obligations in respect of all Letters of Credit and all interest thereon, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees agree to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent and the Lenders under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawLoan Party.

Guaranty. Each Subsidiary Guarantor hereby jointly and severally absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations (other than Excluded Swap Obligations), whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after the commencement of any Insolvency Proceeding fees, indemnities, damages, costs, expenses or otherwise, of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Borrowers to the extent not paid Credit Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Borrower, being Credit Parties in connection with the collection or enforcement thereof) (the “Guaranteed Guarantied Obligations”). The Administrative Agent’s books and records showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, and agrees to pay any shall be binding upon each Subsidiary Guarantor, and all expenses (including reasonable counsel fees and expenses) incurred conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the Secured Parties 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 each Subsidiary Guarantor under this Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality way relating to any or all of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby unconditionally and irrevocably, jointly and severally and unconditionally and irrevocably severally, guarantees the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other "TRANSACTION DOCUMENTS" (as such term is defined in the Securities Purchase Agreement), interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent and the Buyers in enforcing any rights under the guaranty set forth in this Article XIGuaranty. 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 Borrower Parent to the Secured Parties Collateral Agent and the Buyers under any Loan Document the Securities Purchase Agreement, the Notes and the other Transaction Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "TRANSACTION PARTY").

Guaranty. Each Guarantor hereby jointly and -------- severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any ---------------------- and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationsObligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees to each holder of the Notes the full and punctual payment and performance when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of the Borrower Notes in accordance with the terms of the Notes and the Indenture, including without limitation payment of all amounts that would be due and payable but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code or the operation of Section 502(b) and 506(b) of the Federal Bankruptcy Code; provided, however, that (i) the aggregate liability of the Guarantor under this Guaranty in respect of principal of, premium, if any, and interest on the Notes shall not exceed the Guaranteed Debt Amount and (ii) the liability of the Guarantor under this Guaranty at any time in respect of any amount of any principal of, premium, if any, or interest on the Notes then due and payable shall not exceed the Guaranteed Percentage of such amount. This Guaranty constitutes a guaranty of payment and performance when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that the Trustee or the holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Company, Enogex or any other Person as a condition to the obligations of the Guarantor under this Guaranty or before proceeding against the Guarantor hereunder. The Guarantor agrees that its obligations under this Guaranty shall rank at least pari passu with all other unsecured obligations of the Guarantor now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawexisting.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “”Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article XI. ARTICLE X. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent and the 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 the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “”Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor of the Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees (i) guarantees, jointly and severally, to the punctual Agent and the Lenders the prompt and complete payment and performance when due, due (whether at stated maturity, by acceleration or otherwise, ) of all Obligations of the Borrower Obligations, and (ii) agrees, jointly and severally, to pay all costs and expenses incurred by the Agent and the Lenders (including the fees and disbursements of counsel and other professionals) in connection with (A) enforcing or defending the Agent’s and the Lenders’ rights under or in respect of this Guaranty or any other document or instrument now or hereafter existing executed and delivered in connection herewith, or (B) collecting the Obligations or otherwise administering this Guaranty. (b) Each of the Guarantors hereby agrees that all payments hereunder will be paid to the Agent for the ratable benefit of the Lenders without setoff, deduction or counterclaim at the office of the Agent located at the address specified in Section 9 in U.S. dollars and in immediately available funds. (c) Anything contained in this Guaranty to the contrary notwithstanding, the amount of the obligations payable by any of the Guarantors under this Guaranty shall be the aggregate amount of the Obligations unless a court of competent jurisdiction adjudicates such Guarantor’s obligations to be invalid or unenforceable for any Loan Document, whether for principal, interest reason (including, without limitation, all interest that accrues after the commencement because of any Insolvency Proceeding applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of the Borrower, whether or not a claim for post-filing interest is allowed in obligations payable by such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed shall be limited to the maximum amount that could be guaranteed by such Guarantor could guarantee without rendering such Guarantor’s obligations under any Debtor Relief Lawthis Guaranty invalid or unenforceable under such applicable law.

Guaranty. Each Guarantor SONY hereby jointly and severally and unconditionally and irrevocably guarantees to EUI, all of the punctual payment obligations, when due, whether at stated maturityof Seller, by acceleration or otherwiseLLC, and Indimi, and the full and prompt performance of all Obligations such obligations of LLC, Seller and Indimi under this Agreement (the Borrower "Guaranteed Obligations"), whether now in existence or hereafter existing under any Loan Documentarising, whether for principalprovided however, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s SONY's liability shall extend to all amounts in no event be greater than that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding which any of the foregoingLLC, Seller or Indimi could be primarily liable under this Agreement and SONY shall be entitled to all defenses available to any of LLC, Seller or Indimi and all defenses available to a surety or a guarantor under the common law. SONY understands, agrees, and confirms that upon any default by LLC, Seller and/or Indimi upon the Guaranteed Obligations, EUI may, at its option, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount of the liability hereunder or thereunder, or any portion thereof, without proceeding against LLC, Seller and/or Indimi or against any other security for the Guaranteed Obligations. The foregoing guaranty of the Guarantor is an absolute, continuing, primary and unconditional guaranty of performance and not of collection. This Guaranty shall continue in full force and effect until all Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Laware fully performed, and discharged.

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably irrevocably (a) guarantees the full and punctual payment when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Secured Obligations of the Borrower now or hereafter existing under any Loan Documentexisting, whether for principal, interest (including, without limitation, all including interest that accrues accruing at the then applicable rate provided in the Credit Agreement after the commencement occurrence of any Insolvency Proceeding Default set forth in Section 8.01(f) or (g) of the BorrowerCredit Agreement, whether or not a claim for post-filing or post-petition interest is allowed in such Insolvency Proceeding) under applicable Law following the institution of a proceeding under bankruptcy, insolvency or similar Laws), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, reimbursement obligations with respect to the extent not paid by the BorrowerLetters of Credit or otherwise, being the “Guaranteed Obligations”), expenses or otherwise; and (b) indemnifies and agrees to pay holds harmless each Secured Party for any and all costs and expenses (including reasonable counsel attorney’s fees and expenses) incurred by the such Secured Parties Party in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, provided that each Guarantor’s liability Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would only be owed by the Borrower to the Secured Parties liable under any Loan Document but this Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to such 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 each Guarantor specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Loan Party or any other Person before or as a condition to the obligations of such Guarantor could guarantee under any Debtor Relief Lawhereunder.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXI in accordance with Section 12.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.. IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" #4927-3168-0564V34 06/05/2025 " "" #4927-3168-0564V34 06/05/2025

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations, whether for principal, interest (including, without limitation, all interest interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of the BorrowerCompany or any Guarantor, whether or not a claim for postthe payment of such interest, make-filing interest is allowed 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 otherwise to become due under any of the Transaction Documents (such obligations, to all of the extent not paid by the Borrower, 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 Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty 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 Borrower Company to the Secured Parties Collateral Agent or any Buyer under any Loan Document 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 the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawTransaction Party.

Guaranty. (a) Each Parent Guarantor hereby jointly and severally with the other Parent Guarantors guarantees to each Lender and unconditionally the Administrative Agent as hereinafter provided, as primary obligor and irrevocably guarantees not as surety, the punctual prompt payment of all Guaranteed Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of all Obligations of ) strictly in accordance with the Borrower now or hereafter existing under terms thereof. The Parent Guarantors hereby further agree that if any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Parent Guarantors will, jointly and would be owed by severally, promptly pay the Borrower to same, without any demand or notice whatsoever, and that in the Secured Parties under case of any Loan Document but for the fact that they are unenforceable extension of time of payment or not allowable due to the existence renewal of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingGuaranteed Obligations, Guaranteed the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, (i) the obligations of each Parent Guarantor (other than the Company) under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state, provincial or territorial law and (ii) the Obligations of a Subsidiary that are guaranteed under this Article X shall not include exclude any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount Obligations with respect to such Guarantor could guarantee under any Debtor Relief LawSubsidiary.

Guaranty. Each Guarantor does hereby jointly and severally (a) irrevocably, absolutely and unconditionally guaranty the prompt payment by the Company, as and irrevocably guarantees the punctual payment when due, due and payable (whether at stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all Obligations of the Borrower now or hereafter existing obligations (collectively, the “Obligations”) from time to time owing by the Company to Cornell under any Loan Documentthe Debenture and all other Transaction Documents (as defined in the Debenture), whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of insolvency proceeding with respect to the BorrowerCompany, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationsotherwise, and whether accruing before or subsequent to the extent not paid commencement of any insolvency proceeding with respect to the Company (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower, being Company of its other Obligations now or hereafter existing in respect of the Debenture or the other Transaction Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Cornell in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to Cornell under the Secured Parties under any Loan Document Debenture and the other Transaction Documents (the “Credit 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 the Borrower. Notwithstanding Company or any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawGuarantor.