Common use of The Guaranty Clause in Contracts

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor 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, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Guarantors under this Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

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

The Guaranty. (a) Each Guarantorof the Guarantors, if any, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with any Loan Party or any Subsidiary, the Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors, if any, hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor (in its capacity as such), if any, under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

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

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with (subject to Section 2.16(b) in the other Guarantors, hereby case of Designated Borrowers) guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will will, jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers), promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law, (ii) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) strictly in accordance with the terms thereof); provided that Notes issued from time to time, including Additional Notes issued after the Guaranteed Obligations date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of a Guarantor shall exclude the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any Excluded Swap Obligations proceeding against or with respect to such Guarantor. Each Guarantor hereby further agrees that the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations are not paid in full when due being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (whether at stated maturityx) the failure by the Borrower to pay punctually any such amount or perform such obligation, as a mandatory prepaymentand (y) such failure continuing beyond any applicable grace or notice and cure period, by acceleration, as a mandatory Cash Collateralization or otherwise), each of the Guarantors will promptly agrees that it shall forthwith on demand pay such amount or perform such obligation at the sameplace and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, without any demand or notice whatsoeverirrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and that is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of any extension of time of the payment or renewal of any of the Guaranteed Obligations, ) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision amounts to the contrary contained hereinHolders, in any lawful money of the other Loan Documents United States of America, at the place specified in the Note Purchase Agreement, or other documents relating perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the Obligations, (iextent required under such Notes) the obligations of the Guarantors under this Agreement on any amount due and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorowing.

The Guaranty. (a) Each GuarantorSubject to the last sentence of Section 1(c), jointly the Guarantor hereby irrevocably, absolutely and severally unconditionally guarantees to Rice OH the full and timely performance and discharge (including the payment of money) by Drilling D of all obligations and liabilities of Drilling D now existing or hereafter arising under the Rice OH Agreement (the “Drilling D Guaranteed Obligations”) and hereby agrees that if Drilling D shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling D to or for the benefit of Rice OH or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the other Guarantorsterms of the Rice OH Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice OH or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling D pursuant to the terms thereof. (b) Subject to the last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice PA the Administrative Agent full and each timely performance and discharge (including the payment of money) by Drilling B of all obligations and liabilities of Drilling B now existing or hereafter arising under the holders of Rice PA Agreement (the “Drilling B Guaranteed Obligations” and, together with the Drilling D Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor and hereby further agrees that if Drilling B shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling B to or for the benefit of the Guaranteed Obligations are not paid Rice PA or any subsidiary thereof or (ii) timely perform and discharge in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization any other obligation or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) liability in accordance with the terms of the Rice PA Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice PA or any subsidiary thereof, as applicable, such extension amount or renewalperform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling B pursuant to the terms thereof. (bc) Except to the extent otherwise expressly provided herein, each of the guarantees set forth in Sections (1)(a) and (1)(b) is an absolute, present and continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from Drilling B or Drilling D, as applicable, or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for any Beneficiary in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against Drilling B or Drilling D, as applicable, the Guarantor or any other person or entity liable with respect to any Guaranteed Obligations. (d) Notwithstanding any provision of this Agreement to the contrary contained hereincontrary, in as to any of Guaranteed Obligation which the Guarantor is called upon to pay, perform, or discharge, Guarantor reserves to itself the right to assert any and all claims, counterclaims, defenses, setoffs and other Loan Documents rights to the same extent that Drilling D or Drilling B, as applicable, could assert any such claim, counterclaim, defense, setoff or other documents relating to right against the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations Beneficiary with respect to such GuarantorGuaranteed Obligation, except for those arising out of any of the events described in Section 2(d) hereof.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with respect to the Loans, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to Swap Contracts entered into in connection with the ObligationsLoans, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of and interest on each Loan made to the Guarantors Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under this the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Guarantor shall by virtue Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the joint and several nature parties hereto that any rights of its obligations subrogation, indemnification or contribution which such Guarantor may have under this Guaranty and the Guaranty, any other Loan Documents agreement or applicable law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. (a) Each Guarantorof the Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Credit Documents or other documents relating Swap Contracts, if any Guarantor is deemed to the Obligations, (i) the have been rendered insolvent as a result of its guarantee obligations of the Guarantors under this Agreement Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the other Loan Documents liability of such Guarantor under this Section 11.01 shall be limited to an aggregate the maximum amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature Obligations of its the Borrower that such Guarantor may guaranty without rendering the obligations of such Guarantor under this Guaranty and the other Loan Documents be liable for Section 11.01 void or voidable under any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, each Lender, each Affiliate of a Lender that enters into Bank Products or a Hedging Transaction with the Borrower or any Subsidiary, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. For valuable consideration, the undersigned (a"Guarantor") Each Guarantorhereby unconditionally guarantees and promises to pay promptly to Bank of America, jointly N.A., its subsidiaries and severally with the other Guarantorsaffiliates (collectively, hereby guarantees to the Administrative Agent and each "Bank"), or order, in lawful money of the holders United States, any and all Indebtedness of the ObligationsGSE Systems, as hereinafter providedInc. and GSE Power Systems, as primary obligor and not as suretyInc. (collectively, the prompt payment of the Obligations (the “Guaranteed Obligations”"Borrower") in full to Bank when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the terms thereofprincipal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities); provided that , and other costs and expenses relating to or arising out of the Guaranteed Obligations of a Guarantor shall exclude any Excluded Indebtedness and for all Swap Obligations with respect now or hereafter owing from Borrower to such Bank. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityIf multiple individuals or entities sign this Guaranty, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the their obligations of the Guarantors under this Agreement and the other Loan Documents Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor's liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each GuarantorSubject to the following paragraph of this Section 4.01, each of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the Administrative Agent L/C Issuer and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . Subject to Section 4.03, each of the Guarantor’s obligations hereunder shall remain in full force and effect until such time as (a) this Agreement is terminated, (b) the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been fully and completely performed and indefeasibly satisfied, and (c) the Commitments have been terminated. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees that agree that, if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, : (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law; and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each GuarantorGuarantor hereby unconditionally guarantees, jointly with each other Guarantor and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, to each Beneficiary and its successors, transfers and assigns, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, of the principal of, and Make-Whole Amount, if any, and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) strictly in accordance with the terms thereof); provided that Notes issued, including Shelf Notes issued after the Guaranteed Obligations date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of a Guarantor shall exclude the Company now or hereafter existing under any Excluded Swap Obligations Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to such Guarantor. Each Guarantor hereby further agrees that the Company under any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (the “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations are not paid in full when due being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (whether at stated maturityi) the failure by the Company to pay punctually any such amount or perform such obligation, as a mandatory prepaymentand (ii) such failure continuing beyond any applicable grace or notice and cure period, by acceleration, as a mandatory Cash Collateralization or otherwise), each of the Guarantors will promptly agrees that it shall forthwith on demand pay such amount or perform such obligation at the sameplace and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, without any demand or notice whatsoeverirrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and that is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of any extension of time of the payment or renewal of any of the Guaranteed Obligations, ) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision amounts to the contrary contained hereinBeneficiaries, in any lawful money of the other Loan Documents United States of America, at the place specified in the Note Purchase Agreement, or other documents relating perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the Obligations, (iextent required under such Notes) the obligations of the Guarantors under this Agreement on any amount due and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorowing.

The Guaranty. Each of the Guarantors (aother than the Company) Each Guarantor, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor of the Guarantors (other than the Company) 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, as a mandatory Cash Collateralization or otherwise), the Guarantors will (other than the Company) will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (bwhether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the after taking into account, among other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. (a) Each Guarantor, jointly The Company hereby unconditionally guarantees the full and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly of each Guaranteed Obligation, as hereinafter defined, and agrees to pay all out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or any Lender (together, and with their respective successors and assigns, the “Beneficiaries”, and each individually, a “Beneficiary”) in accordance with enforcing any rights under this Guaranty. Upon failure by any Subsidiary Borrower to pay punctually any Guaranteed Obligation, the terms thereofCompany shall forthwith on demand pay the amount not so paid at the place and in the manner specified herein or in the instrument evidencing such Guaranteed Obligation. “Guaranteed Obligations” means (i) all principal of and interest on all Advances made pursuant to this Agreement (including, without limitation, any interest (“Post-Petition Interest”) which accrues (or which would accrue but for such case, proceeding or action) after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of such Borrower (whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action) on all Advances made pursuant to the Credit Agreement); provided that , (ii) all other amounts payable by any Borrower from time to time pursuant to this Agreement and the Guaranteed Obligations of a Guarantor shall exclude Notes (including any Excluded Swap Obligations Post-Petition Interest with respect to such Guarantor. Each Guarantor 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, as a mandatory Cash Collateralization or otherwiseamounts), the Guarantors will promptly pay the sameand (iii) any renewals, without any demand refinancings or notice whatsoever, and that in the case of any extension of time of payment or renewal extensions of any of the Guaranteed Obligations, the same will be promptly paid in full when due foregoing (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewalincluding Post-Petition Interest). (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained hereinherein or in any other of the Credit Documents or Swap Contracts, if any Guarantor is deemed to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in any such an event, the liability of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature Obligations of its the Borrower that such Guarantor may guaranty without rendering the obligations of such Guarantor under this Guaranty and the other Loan Documents be liable for Section 11.01 void or voidable under any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsDocuments, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each GuarantorExcept as expressly set forth herein, jointly and severally with the other Guarantors, Guarantor hereby unconditionally guarantees to Purchaser the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, punctual performance by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor 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, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.Contractor 82 2 (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors Work required under this Agreement the Contract (including Upgrade Work, when and if an upgrade is ordered) and/or the other Loan Documents shall be limited payment of damages which become due, owing or incurred under or in connection with the Contract (including, without limitation, liquidated damages), for Contractor's failure to an aggregate amount equal perform such Work, (or Upgrade Work as the case may be) in each case subject to the largest amount that would not render such obligations subject to avoidance under limitations on liability therefor expressly set forth in the Debtor Relief Laws or any comparable provisions of any applicable state law Contract and (ii) no Guarantor shall by virtue of the joint covenants and several nature other obligations of its obligations the Contractor under the Contract (including all warranties) (collectively, the "Guarantied Obligations"). The Guarantor and the Purchaser expressly acknowledge that (i) subject to Section 2.5 below, default by the Contractor or the failure of the Contractor to perform any Guarantied Obligation in the time required in each case under the Contract is a condition of the exercise of this Guaranty and (ii) in no event shall the Guarantied Obligations exceed the Contractor's obligations and liabilities under the Contract. If the Purchaser requests the Guarantor to perform any Guarantied Obligation (other Loan Documents than the payment of money) the Guarantor may undertake to satisfy such obligation by causing another qualified person to perform such Guarantied Obligation or, in its sole discretion, by assigning such obligation to a qualified party; provided, that such assignment shall not relieve the Guarantor of any liability for the performance of such obligation unless and until such obligation has been completely performed. The Guarantied Obligations shall conclusively be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect deemed to such Guarantorhave been created in reliance upon this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and to each of the holders of the Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Guaranteed Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor of the 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, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Credit Documents or other documents relating Hedging Agreements, to the Obligations, (i) extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, provincial or federal law relating to fraudulent conveyances or transfers or the Guarantors granting of financial assistance) then the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited to an aggregate the maximum amount equal that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code). In such case or otherwise at the request of the Administrative Agent, each Credit Party shall take such action and shall execute and deliver all such further documents required by the Administrative Agent to cause the obligations of such Guarantor to be enforceable to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall extent required by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorCredit Agreement.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders and each of the holders of the Obligations, other Secured Parties as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Other Lender Provided Financial Service Products or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations Hedge Liabilities with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, any Secured Swap Contracts, any Secured Treasury Management Agreements, any Secured Bi-Lateral Letters of Credit or the other documents relating to the Guaranteed Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, including each Guarantor joined hereto pursuant to a Guaranty Joinder Agreement as required by the Collateral and Guarantee Requirement, hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsGuarantors guarantees, as hereinafter provided, as a primary obligor and not as suretya surety to each Secured Party and their respective permitted successors and assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrowers (or, in the case of each Guarantor that is also a Borrower, each other Borrower), and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided provided, however, that the Guaranteed Obligations consisting of a Guarantor obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude any all Excluded Swap Obligations with respect to such GuarantorObligations. Each Guarantor The Guarantors hereby further agrees jointly and severally agree that if any of the Guaranteed Obligations are not paid Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision hereof or in any other Loan Document to the contrary contained hereincontrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the other Loan Documents or other documents relating to Commodity Exchange Act, as amended at the Obligations, time (i) the obligations of the Guarantors any transaction is entered into under this a Secured Hedge Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall by virtue not include (x) in the case of clause (i) above, such transaction and (y) in the joint and several nature case of its obligations clause (ii) above, any transactions under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to Secured Hedge Agreements as of such Guarantordate.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, each Lender or each Affiliate of a Lender that enters into a Swap Contract and, to the extent provided therein, to each Lender or Affiliate of a Lender that enters into a Treasury Management Agreement with the Borrower or any Subsidiary, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Subject to Section 2(j) below: (a) Each Guarantor, Pledgor hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsPledgor guarantees, as hereinafter provided, as a primary obligor and not merely as suretya surety to the Secured Party and its successors and permitted assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly of the Borrower’s obligations under the Facility Letter and in accordance with the terms thereofthereof (such obligations being herein collectively called the “Guaranteed Obligations”); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor Pledgor hereby further jointly and severally agrees that if any of the Guaranteed Obligations are not paid Borrower or other Pledgor shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors such Pledgor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision The obligations of the Pledgors under Section 2(a) shall constitute a guarantee of payment and, to the contrary contained fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Pledgors under this Agreement or any other agreement or instrument referred to herein, in or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other Loan Documents circumstance whatsoever that might otherwise constitute a legal or other documents relating equitable discharge or defense of a surety or Pledgor (except for payment in full). (c) The obligations of the Pledgors under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or the Pledgors in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. (id) Each Pledgor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of this Agreement, it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 2(a), whether by subrogation or otherwise, against the Borrower or any other Pledgor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (e) The Pledgors jointly and severally agree that, as between the Pledgors and the Secured Party, the obligations of the Guarantors Borrower under the Facility Letter may be declared to be forthwith due and payable as provided in paragraph headed “Remedies” of the Facility Letter for purposes of Section 2(a), notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Pledgors for purposes of Section 2(a). (f) Each Pledgor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Pledgor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. (g) This Guaranty is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising, and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable hereunder are indefeasibly paid in full in cash. (h) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Pledgor under Section 2(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 2(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Pledgor, the Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 2(j)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (i) Each Pledgor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Pledgor assumes and incurs under this Agreement, and agrees that the Secured Party shall have no duty to advise any Pledgor of information known to it regarding those circumstances or risks. (j) Without limiting any other provisions of this Section 2, each party hereto hereby agrees that any obligation that becomes due and payable pursuant to the terms of this Agreement and the other Loan Documents shall be limited to an aggregate amount equal shared as between the Pledgors as determined in good faith by the general partners of the Pledgors, such that each Pledgor shall bear its share of any such obligation in proportion to the largest amount distribution of loan proceeds it receives from the Borrower on the date of the Initial Drawdown as reported in writing to the Secured Party. In the event that would a liability arises and payments are made by any of the Pledgors in respect thereof, then each Pledgor agrees to make such payment(s) as between themselves so that following such payment(s) each of the Pledgors shall have shared such liability in accordance with the foregoing sentence. For the avoidance of doubt, the foregoing in this clause (j) shall not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of impact the joint and several nature liabilities of its obligations the Pledgors under this Guaranty Agreement. (k) Each Pledgor hereby subordinates the payment of all obligations and indebtedness of the Borrower or the other Pledgor owing to such Pledgor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower or the other Pledgor to such Pledgor as subrogee of the Secured Party or resulting from the Pledgor’s performance under this Agreement, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Secured Party so requests, any such obligation or indebtedness of the Borrower or either Pledgor to a Pledgor shall be enforced and performance received by such Pledgor as trustee for the Secured Party and the other Loan Documents proceeds thereof shall be liable for paid over to the Secured Party on account of the Guaranteed Obligations, but without reducing or affecting in any Guaranteed Obligations that constitute Excluded Swap Obligations manner the liability of the Pledgors under this Agreement. (l) Neither Pledgor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Agreement until all of the Guaranteed Obligations and any amounts payable under this Agreement have been indefeasibly paid and performed in full. If any amounts are paid to a Pledgor in violation of the foregoing limitation, then such Guarantoramounts shall be held in trust for the benefit of the Secured Party and shall forthwith be paid to the Secured Party to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. (m) The Pledgors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes. The obligations of the Pledgors under this clause (m) shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Banks, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Foreign Guarantors hereby further agree that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign 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 Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) GFI hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. GFI hereby further agree that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), GFI 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 Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (bd) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsSwap Contracts, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent Agent, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided provided, however, that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such GuarantorForeign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law or other applicable Law and (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each L/C Issuer, each Lender and each Affiliate of a Lender that enters into a Secured Swap Contract or a Secured Treasury Management Agreement with a Loan Party, each other holder of the Administrative Agent Obligations and each of the holders of the Obligations, Administrative Agents as hereinafter provided, as primary obligor Primary Obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) [reserved] (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with the other GuarantorsBorrower, hereby guarantees to and the Administrative Agent and each of the holders of the Obligations, as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the Obligations, Swap Contracts: (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law; and (iib) no the obligations and liabilities of each Special Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty Agreement and the other Loan Documents shall be liable for limited to each such Special Guarantor's right, title and interest in the Mortgaged Properties, the Approved Leases and all proceeds and products thereof and any Guaranteed Obligations that constitute Excluded Swap Obligations with respect other property constituting a portion of the corpus under the owner trust created pursuant to such Guarantorthe terms of the Trust Documents.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Secured Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Secured Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . This Guaranty is in addition to any other guaranties of the Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsCash Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsThe Guarantor unconditionally guarantees, as hereinafter provided, as a primary obligor and not merely as surety, a surety the prompt due and punctual payment of the Obligations any amounts due under or in connection with any Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Guaranteed Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations being herein collectively referred to as the “Guaranteed Obligations”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the 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 provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in full when due Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (whether at stated maturityA) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, as a mandatory prepaymentand is enforceable by, by acceleration, as a mandatory Cash Collateralization or otherwisethe Security Agent on behalf of the Guaranteed Finance Parties and (ii) strictly under any guaranty of Debt subordinated in accordance with the terms thereof); provided that right of payment to the Guaranteed Obligations of which guaranty contains a Guarantor shall exclude any Excluded Swap Obligations with respect limitation as to such Guarantor. Each Guarantor hereby further agrees a maximum amount similar to that if any set forth in this paragraph pursuant to which the liability of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that Guarantor hereunder is included in the case liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any extension rights to subrogation, contribution, reimbursement, indemnity or similar rights of time the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of payment or renewal obligations arising under guaranties by such parties (including the agreements in Article II of any this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any portion of the other Loan Documents or other documents relating to Guaranteed Obligations for which the Obligations, (i) Guarantor is liable hereunder shall be the obligations last portion of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, Hedge Bank, Cash Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Secured Hedge Agreements, Secured Cash Management Agreements or other documents relating to the Guaranteed Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Guaranteed Obligations are Borrower or any of its Affiliates not paid in full paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (whether at stated maturity, as but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwiseguaranty), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision anything to the contrary contained hereinin any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in any the aggregate, of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorMicrochip Technology Malta Limited.

The Guaranty. (a) Each For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the United States, any and all Indebtedness of Selectica, Inc., a Delaware corporation, and Selectica Sourcing Inc., a Delaware corporation (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed ObligationsBorrower”) in full to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due and (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwisec), the Guarantors will promptly pay liability of Guarantor under this Guaranty is not limited as to the sameprincipal amount of the Indebtedness guaranteed and includes, without any demand or notice whatsoeverlimitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and that in the case of any extension of time of payment other costs and expenses relating to or renewal of any arising out of the Guaranteed ObligationsIndebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the same will Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewaljoint and several. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $1,000,000 (the “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent (the other Loan Documents or other documents relating amount guaranteed hereunder at any given time is referred to as the “Guaranteed Amount”) (c) Notwithstanding anything to the Obligationscontrary contained in this Guaranty, this Guaranty shall terminate on the second anniversary of its date of execution, unless prior to that date (i) the obligations of the Guarantors 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 demand for payment is made or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect Amount is reduced to such Guarantor$0.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally and irrevocably guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be limited to an aggregate amount equal to considered Guaranteed Obligations. Upon (x) the largest amount that would not render such obligations subject to avoidance under failure by the Debtor Relief Laws Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due following (whether at stated maturitycollectively, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)but subject to the provisions of Section 5, the Guarantors will promptly pay the same“Guaranteed Obligations”): (a) all Obligations, including, 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of the Guarantors under this Agreement Borrower to reimburse LC Disbursements and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection.

The Guaranty. (a) Each GuarantorSubject to Section 25 below, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereof); provided that Obligations. If any or all of the Guaranteed Obligations become due and payable or an Event of a Default exists, subject to any applicable grace or notice and cure period, each Guarantor shall exclude any Excluded Swap Obligations with respect to forthwith on demand pay or perform such GuarantorObligation as specified in the relevant Loan Document or agreement governing Lender-Provided Swaps or Cash Management Services. Each Guarantor 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, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under hereby agrees that this Agreement Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the other Loan Documents amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder are not render such obligations subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar Law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, the parties hereto intend that any rights of subrogation, indemnification or contribution that such Guarantor shall by virtue of the joint and several nature of its obligations may have under this Guaranty and the Guaranty, any other Loan Documents agreement or Applicable Law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.taken into account..

The Guaranty. (a) Each Guarantor, jointly The Guarantor guarantees the full and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all of the Obligations (the “Guaranteed Obligations”) in full when due (due, whether at stated maturity, as a mandatory prepayment, scheduled maturity or at maturity by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations virtue of acceleration on account of a Default. The Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if to pay to the Bank an amount equal to all expenses, including reasonable attorneys' fees, paid or incurred by the Bank after Default in endeavoring to enforce this Guaranty. Notwithstanding any other provision of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)this Guaranty, the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents Guarantor's liability hereunder shall be limited to an aggregate the lesser of the following amounts minus, in either case, One Dollar ($1.00): a. the lowest amount equal which would render this Guaranty a fraudulent transfer under Section 548 of the Bankruptcy Code of 1978, as amended, or b. if this Guaranty is subject to the largest Uniform Fraudulent Transfer Act (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA") or any similar or analogous statute or rule of law, then the lowest amount that which would not render this Guaranty a fraudulent conveyance under the UFTA, the UFCA, or any such obligations similar or analogous statute or rule of law. The amount of the limitation imposed upon the Guarantor's liability under the terms of the preceding sentence shall be subject to avoidance redetermination as of each date a "transfer" is deemed to have been made on account of this Guaranty under applicable law. The Guarantor acknowledges that information concerning the Guarantor's financial condition is under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue control of the joint Guarantor and several nature is more readily available to the Guarantor than to the Bank, and for that reason the Guarantor agrees that should the Guarantor claim that the amount of its obligations liability under this Guaranty and is less than the other Loan Documents full amount of the Obligations because of the provisions of this paragraph, then the burden of proving the facts which would result in such limitation shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such upon the Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturitySecured Obligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Letters of Credit, (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Swap Obligations and Banking Services Obligations, and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this the Credit Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be limited deemed to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue constitute, a guarantee of the joint obligations of, and several nature of its obligations under this Guaranty and a “keepwell, support or other agreement” for the benefit of, each other Loan Documents be liable Party for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorall purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. (a) Each Guarantor, including each Guarantor joined hereto pursuant to a Guarantor Joinder Agreement as required by the Collateral and Guarantee Requirement, hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsGuarantors guarantees, as hereinafter provided, as a primary obligor and not as suretya surety to each Secured Party and their respective permitted successors and assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrowers (or, in the case of each Guarantor that is also a Borrower, each other Borrower), and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided provided, however, that the Guaranteed Obligations consisting of a Guarantor obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude any all Excluded Swap Obligations with respect to such GuarantorObligations. Each Guarantor The Guarantors hereby further agrees jointly and severally agree that if any of the Guaranteed Obligations are not paid Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision hereof or in any other Loan Document to the contrary contained hereincontrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the other Loan Documents or other documents relating to Commodity Exchange Act, as amended at the Obligations, time (i) the obligations of the Guarantors any transaction is entered into under this a Secured Hedge Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall by virtue not include (x) in the case of clause (i) above, such transaction and (y) in the joint and several nature case of its obligations clause (ii) above, any transactions under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to Secured Hedge Agreements as of such Guarantordate.

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

The Guaranty. (a) Each GuarantorSubject to the limitations expressly set forth herein, each of Culligan and Astrum hereby jointly and severally with unconditionally guarantee for the other Guarantors, hereby guarantees to the Administrative Agent and each benefit of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyBuyer, the prompt payment of the Obligations (the “Guaranteed Obligations”) and performance in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations Sellers of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any all of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case Sellers' obligations of any extension of time of payment kind or renewal of any nature under Article 9 of the Guaranteed ObligationsPurchase Agreement, subject to all of the same will be promptly paid in full when conditions and limitations applicable to the Sellers set forth therein; provided, however, that (a) the Buyer shall have first notified the Sellers that such payment and performance from the Sellers is due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with and owing pursuant to the terms of such extension or renewal. the Purchase Agreement; and (b) Notwithstanding any provision Astrum shall have no obligations or liability under this Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the contrary contained hereindate of determination, or (y) if Culligan asserts or claims at any time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon the occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be unconditionally obligated to guarantee the obligations of the other Loan Documents or other documents relating Sellers to the Obligationsextent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the applicable period, the difference between (i) the obligations product of (x) the Guarantors under this Agreement net income of Culligan plus any and all interest, taxes, depreciation and amortization which were deducted in determining the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render of such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law net income and (y) 6.5 and (ii) no Guarantor the aggregate amount of indebtedness for money borrowed (including any and all capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that if the stock of Culligan is publicly traded, the Shareholders Equity shall mean the product of multiplying the number of outstanding common shares of Culligan on the date of determination by virtue the average closing trading price on the thirty trading days preceding the date of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantordetermination.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Banks, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full (other than contingent and indemnified obligations not then due and owing) when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due following (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)collectively, the Guarantors will promptly pay the same“Guaranteed Obligations”): (a) all Obligations, including, 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of the Guarantors under this Agreement and the other interest on each Loan Documents shall be limited made to an aggregate amount equal any Borrower pursuant to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and Credit Agreement, (ii) no Guarantor shall fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by virtue any Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Borrower of all of the joint agreements, conditions, covenants, and several nature obligations of its obligations under this Guaranty such Borrower contained in the Loan Documents, and the other Loan Documents be liable (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guaranteed Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by any Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, the following terms have the meanings specified below:

The Guaranty. (a) Each Guarantor, of the Credit Parties hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of the Credit Party Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Credit Parties hereby further agrees agree that if any of the Guaranteed Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise), the Guarantors will Credit Parties will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to Credit Documents, the Obligations, (i) the guaranty obligations of the Guarantors under this Agreement and the other Loan Documents each Credit Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws U.S. Bankruptcy Code or any comparable provisions of any applicable state law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or reimbursement which such Guarantor may have in respect of this Guaranty, any other agreement or applicable law and (ii) no shall be taken into account. To the extent that any Guarantor shall by virtue of the joint and several nature of its obligations make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other Loan Documents than Unliquidated Obligations), the termination or expiry of all Commitments and termination of this Credit Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any Guaranteed Obligations that constitute Excluded Swap Obligations amounts as and when the same shall become due and payable in accordance with respect to such Guarantorthe terms of this Guaranty.

The Guaranty. (a) Each Guarantor, The Guarantors hereby unconditionally and jointly and severally with guarantee (i) the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in principal of and interest on each Reimbursement Note issued by the Borrower pursuant to the Reimbursement Agreement, and the full when due (whether at stated maturityand punctual payment of all other amounts payable by the Borrower under the Reimbursement Agreement, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoeverlimitation, all Loans and interest thereon, all Letter of Credit Obligations, all compensation and indemnification amounts and fees payable pursuant to the Reimbursement Agreement and the Agent's Letter Agreement, 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (iii) the timely performance of all other obligations of the Guarantors Borrower under this the Reimbursement Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue all of the joint foregoing obligations being referred to collectively as the "Guaranteed Obligations"). Upon failure by the Borrower to pay punctually any such amount or perform such obligations, each of the Guarantors agrees that it shall forthwith on demand pay the amount not so paid at the place and several nature of its obligations under this Guaranty in the manner specified in the Reimbursement Agreement, the relevant Reimbursement Note or the relevant Loan Document, as the case may be, or perform such obligation in accordance with the terms and conditions therefor specified in the Reimbursement Agreement or the other Loan Documents Documents, and pay all costs of collection, including reasonable attorneys fees; provided that, notwithstanding the provisions of O.C.G.A. 13-1-11(a)(2) to the contrary, the Guarantor shall not be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations obligated to pay more than the attorneys fees actually incurred in connection with respect to such Guarantorcollection.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision Each of the Foreign Guarantors hereby jointly and severally guarantees to the contrary contained hereinAdministrative Agent and each of the holders of the Foreign Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Foreign Guarantors hereby further agree that if any of the other Loan Documents Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or other documents relating to otherwise), the Foreign 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 Foreign Obligations, the same will be promptly paid in full when due (iwhether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the obligations terms of the Guarantors 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 extension or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorrenewal.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be limited to an aggregate amount equal to considered Guaranteed Obligations. Upon (x) the largest amount that would not render such obligations subject to avoidance under failure by the Debtor Relief Laws Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter providedSecured Party, as primary obligor and not as surety, the prompt payment of the Credit Party Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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 Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Secured Party, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign 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 such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding the foregoing, a Foreign Guarantor shall not be required to guarantee any Foreign Obligation if, in the good faith judgment of the Company, doing so would give rise to an adverse tax consequence under Section 956 of the Code. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsCredit Documents, (i) the obligations of the Guarantors each Guarantor (in its capacity as such) under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Foreign Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign 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 such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Credit Documents or other documents relating to the ObligationsSwap Contracts, (i) the obligations of the Guarantors each Guarantor (in its capacity as such) under this Credit Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each Guarantorof the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityobligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as a mandatory prepaymentan independent and primary obligation, by accelerationindemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case result of any extension of time of payment Borrower or renewal of any of the Guaranteed Obligationsits Affiliates not paying any amount which would, the same will be promptly paid in full when due (whether at extended maturitybut for such unenforceability, as a mandatory prepaymentinvalidity or illegality, have been payable by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Borrower or otherwise), the Guarantors 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 Obligationsits Affiliates not paying any amount which would, the same will be promptly paid in full when due (whether at extended maturitybut for such unenforceability, as a mandatory prepaymentinvalidity or illegality, have been payable by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. (a) Each GuarantorOn and after the Funding Date, each of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, Guarantor hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Collateralization, or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that that, if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Collateralization, or otherwise), the Guarantors will will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that 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, as a mandatory Cash Collateralization Collateralization, or otherwise) in accordance with the terms of such extension or renewal. The Borrower hereby guarantees any Additional Obligations (determined before giving effect to this Section 4.01 and Section 4.08) under the Guaranty. (b) Notwithstanding any provision to the contrary contained herein, in this Agreement or any of the other Loan Documents or other documents relating to the Obligations, Document: (i) the Guaranty of each Guarantor (other than the Parent Guarantor) provided pursuant to this Article IV shall be limited to the payment of the Obligations as described in clause (a) above if, and to the extent that, such Obligations become due or payable solely at all times during the CSAG Period; and (ii) Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor and the Guarantors Borrower under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. #89182136v12 (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

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

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, The Subsidiary Guarantor hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each The Subsidiary Guarantor hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors Subsidiary 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereof); provided that following (collectively, the “Guaranteed Obligations”): (a) all Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityForeign Borrowers, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of the Guarantors under this Agreement and the other interest on each Loan Documents shall be limited made to an aggregate amount equal any Foreign Borrower pursuant to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and Credit Agreement, (ii) no Guarantor shall fees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by virtue any Foreign Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Foreign Borrower of all of the joint agreements, conditions, covenants, and several nature obligations of its obligations under this Guaranty such Foreign Borrower contained in the Loan Documents, and the other Loan Documents be liable (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guaranteed Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by any Foreign Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, the following terms have the meanings specified below:

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsThe Guarantor unconditionally guarantees, as hereinafter provided, as a primary obligor and not merely as surety, a surety the prompt due and punctual payment of the Obligations any amounts due under or in connection with any Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Guaranteed Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations being herein collectively referred to as the “Guaranteed Obligations”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the 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 provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in full when due respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (whether at stated maturityA) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, as a mandatory prepaymentand is enforceable by, by acceleration, as a mandatory Cash Collateralization or otherwisethe Security Agent on behalf of the Guaranteed Finance Parties and (ii) strictly under any guaranty of Debt subordinated in accordance with the terms thereof); provided that right of payment to the Guaranteed Obligations of which guaranty contains a Guarantor shall exclude any Excluded Swap Obligations with respect Parent Guaranty limitation as to such Guarantor. Each Guarantor hereby further agrees a maximum amount similar to that if any set forth in this paragraph pursuant to which the liability of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that Guarantor hereunder is included in the case liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any extension rights to subrogation, contribution, reimbursement, indemnity or similar rights of time the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of payment or renewal obligations arising under guaranties by such parties (including the agreements in Article II of any this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any portion of the other Loan Documents or other documents relating to Guaranteed Obligations for which the Obligations, (i) Guarantor is liable hereunder shall be the obligations last portion of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantor, of Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to Agent for the Administrative Agent benefit of the Lenders and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided provided, however, that the Guaranteed Obligations of a Guarantor shall exclude not include any Excluded Swap Obligations with respect to such GuarantorObligations. Each Guarantor Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws Laws”) or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the each Lender, each Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Parent Borrower hereby guarantees to each Lender, each Administrative Agent and each other holder of the Canadian Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Canadian Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Parent Borrower hereby further agrees that if any of the Canadian Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Parent Borrower 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 Canadian Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsCredit Documents, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the United States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of the Obligations (the “Guaranteed ObligationsBorrower”) in full to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due and (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwisec), the Guarantors will promptly pay liability of Guarantor under this Guaranty is not limited as to the sameprincipal amount of the Indebtedness guaranteed and includes, without any demand or notice whatsoeverlimitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and that in the case of any extension of time of payment other costs and expenses relating to or renewal of any arising out of the Guaranteed ObligationsIndebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the same will Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewaljoint and several. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, in any the maximum liability of the other Loan Documents or other documents relating Guarantor to the Obligations, (i) the obligations of the Guarantors under Lender pursuant to this Agreement and the other Loan Documents Guaranty shall be limited to an aggregate amount equal to $1,000,000 (the largest amount “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent by written notice to Guarantor (the Initial Guaranteed Amount as may be reduced in accordance with the foregoing at any given time is referred to herein as the “Guaranteed Amount”). (c) Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate on April 30, 2019 (the “Termination Date”), unless prior to that would not render such obligations subject to avoidance under date demand for payment is made; provided that upon the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue extension of the joint and several nature Maturity Date (as defined in the Financing Agreement), the Termination Date shall automatically extend to the date that is ten (10) days following the extended Maturity Date (as defined in the Financing Agreement) (such extension of its obligations under this Guaranty and the other Loan Documents Termination Date, the “Additional Maturity Extension”). Notwithstanding the immediately foregoing sentence, the Termination Date shall in no event be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlater than July 30, 2020.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements, Secured Treasury Management Agreements or other documents relating to the ObligationsMexican Pesos Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, jointly and severally with the other The Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and joint and several obligors and not merely as surety, each hereby irrevocably and unconditionally guarantees the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with when due of all obligations of, and all amounts owing by, the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any Company (but not of the Guaranteed Obligations are not paid in full when due Lessor) under the Lease, the Credit Agreement, the Guaranty (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwiseLessor), the Guarantors will promptly pay the sameAgency Agreement and all other Transaction Documents, including, without any demand limitation, all obligations to pay Rent, Impositions, Taxes, Other Taxes, Support Expenses, the Termination Value where the Company has not elected to acquire the Facility by payment of the Purchase Price upon the occurrence of a Cancellation Event, the Purchase Price where the Company elects to acquire the Facility, the Final Rent Payment or notice whatsoeverthe Completion Costs Payment, as applicable, upon the occurrence of a Termination Event and where the Company has not elected to acquire the Facility, and that in the case of any extension of time of payment or renewal of any increased costs and compensation for reduced returns under Section 5.03 of the Guaranteed ObligationsCredit Agreement, compensation under Section 5.05 of the Credit Agreement, expenses and indemnities under Section 11.03 of the Credit Agreement and Section 5.1 of the Agency Agreement and otherwise, and interest at the Default Rate in respect of overdue principal of, interest and Yield on and fees in respect of Loans and Lessor Investments, and all other amounts owing or payable of whatever nature, and the full and punctual performance when due of all obligations and agreements of the Company to or in favor of the Lessor, the same will be promptly paid in full when due Agent or the Lenders under the Lease, the Credit Agreement, the Guaranty (whether at extended maturityLessor), as a mandatory prepaymentthe Agency Agreement and all other Transaction Documents, by accelerationincluding, as a mandatory Cash Collateralization or otherwise) without limitation, all obligations of the Company to cause Completion to occur in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agency Agreement and the other Loan Transaction Documents and the Company's obligation to return the Facility to the Lessor in accordance with Section 16 of the Lease if the Company has not elected to acquire the Facility (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable attorneys' fees and expenses) incurred by the Lessor, the Agent, the Lenders and their respective successors, transferees and assigns in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Lessor, the Agent or the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar case or proceeding involving the Company. For purposes of determining when an obligation is "DUE" for purposes of this Guaranty, such term shall be limited interpreted to an aggregate amount equal to mean due in accordance with the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions terms of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and without regard to the other Loan Documents be liable for amendment, modification or rejection of any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorObligation in any bankruptcy or other reorganization case or proceeding.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, and the Domestic Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Canadian Guarantors hereby jointly and severally guarantees to each Canadian Revolving Lender, each Affiliate of a Canadian Revolving Lender that enters into a Swap Contract or a Treasury Management Agreement with a Canadian Loan Party, and the Canadian Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Canadian Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Canadian Guarantors hereby further agree that if any of the Canadian Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Canadian 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 Canadian Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsSwap Contracts or Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, the prompt payment to each of the below-defined Holders of Guaranteed Obligations (and its successors, transfers and assigns, the “Guaranteed Obligations”) in full and punctual payment and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents (including, without limitation, attorneys’ fees and expenses) and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in accordance with the terms thereof); provided that Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect Obligations” and the holders from time to such Guarantor. Each Guarantor hereby further agrees that if any time of the Guaranteed Obligations are not paid in full when due being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (whether at stated maturityx) the failure by the Borrower or any of its Affiliates, as a mandatory prepaymentapplicable, by accelerationto pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as a mandatory Cash Collateralization or otherwise), the case may be. Each of the Guarantors will promptly pay the samehereby agrees that this Guaranty is an absolute, without any demand or notice whatsoeverirrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and that in is no way conditioned upon any attempt to collect from the case Borrower, any other Subsidiary Guarantor or any other Affiliate of the Borrower or any extension other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform or pay any Guaranteed Obligation as and when the same shall become due and payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an Event of time of payment Default, each Guarantor will forthwith pay or renewal of cause to be paid such amounts to the Administrative Agent for application on any of the Guaranteed Obligations, in lawful money of the same will United States of America, at the place specified in the Credit Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be promptly paid performed or complied with, together with interest (in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision amounts and to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors 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 extent required under the Debtor Relief Laws or Credit Agreement) on any comparable provisions of any applicable state law amount due and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorowing.

The Guaranty. (a) Each For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, N.A. ("Lender"), or order, in lawful money of the United States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Sourcing Inc., (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full "Borrower"), to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) strictly in accordance with , the terms thereofliability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities); provided , and other costs and expenses relating to or arising out of the Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Guaranteed Obligations Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of a Guarantor shall exclude under this Guaranty is exclusive of Guarantor's liability under any Excluded Swap Obligations with respect to such other guaranties signed by Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityIf more than one individual or entity sign this Guaranty, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, their obligations under this Guaranty shall be joint 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewalseveral. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, in any the maximum liability of the other Loan Documents or other documents relating Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $3,000,000.00, plus an amount equal to 90 days Finance Charge with respect to the ObligationsCash-Secured Advances II (assuming that the full amount of Cash-Secured Advances II available under the Financing Agreement (as hereinafter defined), are outstanding at all times), plus any amounts owing under Section 25 of this Guaranty (collectively, the "Guaranteed Amount"). (c) Notwithstanding anything to the contrary contained in this Guaranty, Guarantor's obligations under this Guaranty shall automatically and immediately terminate at such time as (i) the obligations of the Guarantors under this Agreement Indebtedness has been fully performed and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law indefeasibly paid in full, and (ii) no Guarantor shall by virtue all of the joint and several nature of its Lender's obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorFinancing Agreement have been terminated.

The Guaranty. (a) Each Guarantor, of the U.S. Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof, and each of the Canadian Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Canadian Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and or other applicable Law, (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor, (iii) no Canadian Guarantor shall be liable in respect of any Non-Canadian Obligations, and (iv) the obligations of the U.S. Guarantors and the Canadian Guarantors under Section 4.01 are, in the case of any such obligations constituting Non-Canadian Obligations, joint and several among the U.S. Guarantors, and, in the case of any such obligations constituting Canadian Obligations, joint and several among all Guarantors.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations of owing under or in connection with Facility LCs, (iii) all other amounts payable by the Guarantors Borrower under this the Credit Agreement and the other Loan Documents, and including, without limitation, all Hedging Liabilities and obligations in respect of Funds Transfer and Deposit Account Liabilities, and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Guarantor shall by virtue Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the joint and several nature parties hereto that any rights of its obligations subrogation, indemnification or contribution which such Guarantor may have under this Guaranty and the Guaranty, any other Loan Documents agreement or applicable law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. (a) Each GuarantorSubject to Section 2(b), jointly Section 2(c) and severally with Section 2(d), the other Guarantors, Guarantor hereby irrevocably and unconditionally guarantees to TOPS the Administrative Agent full and each of timely performance and discharge (including the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of money) by Obligor of all obligations and liabilities of Obligor now existing or hereafter arising under the Obligations Guaranteed Provision (the “Guaranteed Obligations”) and in full each case hereby agrees that if Obligor fails (i) to pay any undisputed amount when and as the same becomes due and payable by Obligor to TOPS under the Guaranteed Provision, or (whether at stated maturityii) to perform and discharge in full, as on a mandatory prepaymenttimely basis, by acceleration, as a mandatory Cash Collateralization any of its respective obligations or otherwise) strictly liabilities in accordance with the Guaranteed Provision, the Guarantor will, upon effectiveness of notice of such failure from TOPS or any Partner, forthwith perform and discharge any such obligation or liability to TOPS (including the payment of money) as such performance and discharge is required to be made or done by Obligor pursuant to the terms thereof); provided that of the Guaranteed Obligations Provision. Subject to Section 2(b), Section 2(c) and Section 2(d), the guaranty in the preceding sentence is an absolute, present and continuing guaranty of a Guarantor shall exclude performance of obligations (including the payment of money) and not of collectability and is in no way conditional or contingent upon any Excluded Swap Obligations attempt to collect from Obligor or upon any other action, occurrence or circumstance whatsoever. Subject to Section 2(b), Section 2(c) and Section 2(d), including the appropriate resolution of any applicable “Capital Call Disputes” as provided under Section 4.1(f) of the Partnership Agreement, it will not be necessary for TOPS or any Partner, in order to enforce such performance by the Guarantor, first to institute suit or exhaust its remedies against Obligor, any other guarantor, or any other Person liable with respect to such Guarantor. Each Guarantor 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, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision anything to the contrary contained hereinin this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor will have the benefit of and the right to assert any defenses against the claims of TOPS which are available to Obligor and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as Obligor under the Partnership Agreement, including the appropriate resolution of any applicable “Capital Call Dispute” as provided under Section 4.1(f) of the Partnership Agreement, other Loan Documents than defenses arising from the bankruptcy or other documents relating insolvency of Obligor. (c) This guaranty is limited in amount. Notwithstanding anything to the Obligationscontrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor’s obligations under this Agreement, inclusive of all attorneys’ fees, expenses and other sums due hereunder, shall not exceed the aggregate sum of US $700 million. (id) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor’s obligations of the Guarantors under this Agreement shall terminate and be of no further force or effect upon the other Loan Documents shall be limited to an aggregate amount equal payment of 100% of all amounts for costs and expenses incurred on behalf of TOPS related to the largest amount that would not render such formation of TOPS and of all amounts to be incurred by TOPS to design, construct, install and place in service the Initial Facilities as necessary to timely and satisfactorily fulfill all of TOPS’s obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorThroughput Agreements.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, each Hedge Bank, each Treasury Management Bank and each of the other holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Credit Documents, Secured Hedge Agreements, Secured Treasury Management Agreements or other documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Guarantor shall by virtue Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the joint and several nature parties hereto that any rights of its obligations subrogation, indemnification or contribution which such Guarantor may have under this Guaranty and the Guaranty, any other Loan Documents agreement or applicable law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, by acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, by acceleration or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsDocuments, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower or any of its Subsidiaries owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. All payments shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantormade in Dollars.

The Guaranty. (a) Each Guarantor, jointly The Guarantor hereby unconditionally guarantees the full and severally with the other Guarantors, hereby guarantees to the Administrative Agent punctual payment and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any each of the Guaranteed Obligations are not paid in full when due (whether at stated maturityDesignated Borrowers, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Designated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Guarantors Designated Borrowers owing under this any Letter of Credit, (iii) all obligations of the Designated Borrowers owing under any Related Swap Agreement, (iv) all other amounts payable by the Designated Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Designated Borrowers of all of the agreements, conditions, covenants, and obligations of the Designated Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall be limited to an aggregate amount equal to the largest amount include any amounts that would not render such obligations subject to avoidance under become due but for the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue operation of the joint and several nature automatic stay under Section 362(a) of its obligations under this Guaranty and the other Loan Documents be liable for United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that constitute Excluded accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or any Designated Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or the Designated Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Designated Borrowers or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, the Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations with respect and the obligations of any other guarantor, and a separate action may be brought against the Guarantor to such Guarantorenforce this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees, unconditionally, absolutely and irrevocably, to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantorsseverally, hereby unconditionally, absolutely and irrevocably, guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees, unconditionally, absolutely and irrevocably, to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, jointly The Guarantor hereby unconditionally guarantees the full and severally with the other Guarantors, hereby guarantees to the Administrative Agent punctual payment and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereof); provided that Obligations (other than the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any Obligations) of each of the Guaranteed Obligations are not paid in full when due (whether at stated maturityDesignated Borrowers, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Designated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Guarantors Designated Borrowers owing under this any Letter of Credit, (iii) all obligations of the Designated Borrowers owing under any Related Swap Agreement, (iv) all other amounts payable by the Designated Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Designated Borrowers of all of the agreements, conditions, covenants, and obligations of the Designated Borrowers contained in the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall be limited to an aggregate amount equal to the largest amount include any amounts that would not render such obligations subject to avoidance under become due but for the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue operation of the joint and several nature automatic stay under Section 362(a) of its obligations under this Guaranty and the other Loan Documents be liable for United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that constitute Excluded accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or any Designated Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or the Designated Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Designated Borrowers or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, the Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations with respect and the obligations of any other guarantor, and a separate action may be brought against the Guarantor to such Guarantorenforce this Guaranty.

The Guaranty. (a) Each GuarantorSubsidiary Guarantor unconditionally guarantees, jointly and severally with the other Subsidiary Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, the prompt due and punctual payment of all Finance Obligations, in each case, whether now or hereafter due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, whether or not from time to time reduced or extinguished (other than by reason of the Obligations payment thereof) or hereafter increased, incurred or owing in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereto (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a with respect to any Subsidiary Guarantor shall exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid Anything contained in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision this Agreement to the contrary contained hereinnotwithstanding, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents each Subsidiary Guarantor hereunder shall be limited to an a maximum aggregate amount equal to the largest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Debtor Relief Laws United States Code or any comparable provisions of any applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Finance Parties and (ii) no under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor shall by virtue hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the joint Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and several nature other Affiliates of its the Borrower of obligations arising under guaranties by such parties (including the agreements in this Guaranty Article II). If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the other Loan Documents be liable for any portion of the Guaranteed Obligations that constitute Excluded Swap for which such Subsidiary Guarantor is liable hereunder shall be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantorof the Subsidiary Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Subsidiary Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in accordance connection with Letters of Credit, (iii) all other amounts payable by any Borrower under the terms thereofCredit Agreement and the other Loan Documents, including, without limitation, all obligations in respect of any Secured Cash Management Agreement, obligations in respect of any Secured Hedge Agreement and Foreign Subsidiary Secured Obligations, and (iv) the performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”); provided provided, however, that the definition of “Guaranteed Obligations Obligations” shall not create any guarantee by any Subsidiary Guarantor of a (or grant of security interest by any Subsidiary Guarantor shall exclude to support, as applicable) any Excluded Swap Obligations with respect of such Subsidiary Guarantor for purposes of determining any obligations of any Subsidiary Guarantor). Upon the failure by any Borrower or any other Subsidiary Guarantor, as applicable, to pay any such Guarantoramount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each Guarantor of the Subsidiary Guarantors hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturitythis Guaranty is an absolute, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, irrevocable and that in the case of any extension of time unconditional guaranty of payment or renewal and is not a guaranty 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewalcollection. (b) Notwithstanding any provision anything contained in this Guaranty to the contrary contained hereincontrary, in any of the other Loan Documents no Excluded Subsidiary under subsections (f), (h) or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement definition thereof shall be a Subsidiary Guarantor hereunder even if a signatory hereto and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render guaranty of such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions Excluded Subsidiary of any applicable state law U.S. Borrower Obligation shall automatically be of no force and (iieffect; provided that nothing in this Section 2(b) no Guarantor shall by virtue effect the guaranty of the joint and several nature of its obligations under this Guaranty and the any other Loan Documents be liable for any Guaranteed Obligations that constitute Person hereunder, other than such Excluded Swap Obligations with respect to such GuarantorSubsidiaries.

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, The Guarantor hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each The Guarantor 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, as a mandatory Cash Collateralization acceleration or otherwise), the Guarantors 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, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Guaranteed Swap Agreements or other documents relating to the ObligationsGuaranteed Treasury Management Agreements, (i) the obligations of the Guarantors Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (ix) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iiy) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each GuarantorSubsidiary Guarantor unconditionally guarantees, jointly and severally with the other Subsidiary Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, the prompt due and punctual payment of the Obligations all Finance Obligations, in each case, whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereto (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a with respect to any Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid Anything contained in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision this Agreement to the contrary contained hereinnotwithstanding, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents each Subsidiary Guarantor hereunder shall be limited to an a maximum aggregate amount equal to the largest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Debtor Relief Laws United States Code or any comparable provisions of any applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Finance Parties and (ii) no under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor shall by virtue hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the joint Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and several nature other Affiliates of its the Borrower of obligations arising under guaranties by such parties (including the agreements in this Guaranty Article II). If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the other Loan Documents be liable for any portion of the Guaranteed Obligations that constitute Excluded Swap for which such Subsidiary Guarantor is liable hereunder shall be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby irrevocably guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Credit Documents, Swap Contracts or other agreements or documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law, and (ii) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor. (c) The liability of a German Guarantor shall be subject to the limitations set forth in Section 11.22 hereof. (d) The liability of any entity incorporated under the laws of the Grand Duchy of Luxembourg (a “Luxembourg Guarantor”) for obligations of any entity of which such Luxembourg Guarantor is a Subsidiary and/or for obligations of any of such Luxembourg Guarantor’s Affiliates (other than its own Subsidiaries) in respect of the guaranty set forth in this Article IV shall be limited at any time to an aggregate amount not exceeding ninety five percent (95%) of the greater of the sum of such Luxembourg Guarantor’s own funds (capitaux propres) and the debt owed bythe Luxembourg Guarantor to its direct and indirect shareholders as determined by Article 34 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, (i) as set forth in its most recently approved financial statements or (ii) existing as of the Closing Date. This limitation does not apply to any amounts borrowed under any facility and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or its Subsidiaries.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to (a) Each Guarantoreach Lender, jointly (b) each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, (c) each Person (and/or applicable affiliate thereof) that (i) is party to a Swap Contract with a Loan Party that was (A) in effect on the Closing Date and severally such Person was a Lender as of the Closing Date or (B) entered into after the Closing Date and such Person was a Lender or an Affiliate of a Lender at the time such Swap Contract was entered into, and (ii) that ceases to be a Lender as a result of an assignment in accordance with the other Guarantors, hereby guarantees to terms of Section 11.06 or Section 11.13 and (d) the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsSwap Contracts or Treasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each GuarantorFor valuable consideration, jointly the receipt of which is hereby acknowledged, and severally with to induce the other GuarantorsLenders to make Loans to the Borrower, the Guarantors hereby absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of the Borrower to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyAgent, the prompt payment Lenders, or any of them, under or with respect to the Obligations Loan Documents, whether for principal, interest, fees, expenses or otherwise, and all Secured Cash Management Agreements, Secured Hedge Agreements and Secured Bilateral Letters of Credit (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor 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, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding 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 any provision other Loan Party to any Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the contrary contained hereinexistence of a bankruptcy, in any of the reorganization or similar proceeding involving such other Loan Documents Party. Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or other documents relating conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Obligationsextent applicable to this Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, (i) the obligations of Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Agreement and the other Loan Documents Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would not render Obligations of such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty not constituting a fraudulent transfer or conveyance. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorDocuments.

The Guaranty. Each of the Guarantors (aother than the Company) Each Guarantor, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor of the Guarantors (other than the Company) 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, as a mandatory Cash Collateralization or otherwise), the Guarantors will (other than the Company) will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of - 84 - time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (bwhether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the after taking into account, among other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. (a) Each GuarantorOn and after the Closing Date, each of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Issuing Banks, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

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