Common use of The Guaranty Clause in Contracts

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

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

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the Guarantors hereby jointly direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and severally guarantees to each Lenderthe entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Credit Agreement Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not paid of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the Obligation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

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

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

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

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors hereby jointly direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and severally guarantees to each Lenderthe entering into of such Secured Bank Product Obligations, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement Credit Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Party Guaranty is a guaranty of payment and not paid of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the Obligation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Party shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

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

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

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

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

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

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

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

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

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

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors hereby jointly and severally guarantees direct benefits to be received by each LenderBorrower from the proceeds of the Loans, the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement Borrower hereby agrees with a Loan Party, the Lenders and the Administrative Agent Secured Hedge Counterparties as hereinafter providedfollows: each Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Relevant Guaranteed Obligations of either Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not paid of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the Obligation respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Borrower shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

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

The Guaranty. Each of the Guarantors hereby jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers) guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severallyseverally (subject to Section 2.16(b) in the case of Designated Borrowers), promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law, (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Agent, the Lenders, the Hedge Banks, the Cash Management Banks and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and Laws, (ii) the Obligation of a Guarantor that are Obligations guaranteed under this Guaranty Section 4.01 shall exclude at no time include any Excluded Swap Obligations with respect to such GuarantorObligations.

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

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document, whether or not a claim for post-petition interest is allowed in such proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws) on the Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

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

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

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

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

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

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under Applicable Insolvency Laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document, whether or not a claim for post-petition interest is allowed in such proceeding under Applicable Insolvency Laws) on the Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Secured Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Secured Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is in addition to any other guaranties of the Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the Obligations guaranteed by each Guarantor under this Article IV, shall only include the Obligations for which such Guarantor is defined as a Guarantor of pursuant to the definition of “Guarantor”, and (ii)the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Collateral Agent, each Affiliate for the benefit of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedSecured Parties, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.. Section 4.2

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Approved Counterparty under a Secured Swap Contract, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicableapplicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrowers pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Company or 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 Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services 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 (iiv) the Obligation punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of a all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor that are guaranteed under this Guaranty shall exclude of any Excluded Swap Obligations with respect of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such Guarantoramount 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.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyHedging Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or Hedging Agreements, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations maximum liability of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall in no event exceed the maximum amount which can be limited to an aggregate amount equal guaranteed by such Guarantor under applicable federal and state laws relating to the largest amount that would not render such obligations subject insolvency of debtors and fraudulent conveyance or transfers (after giving effect to avoidance under the Debtor Relief Laws or any comparable provisions right of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorcontribution established in Section 4.6).

The Guaranty. Each of the The Guarantors hereby unconditionally and jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, guarantee (i) the full and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in 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 or otherwise), the Guarantors will, jointly and severally, 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 (ii) the case timely performance of any extension of time of payment or renewal of any all other obligations of the Obligations, Borrower under the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Reimbursement Agreement and the other Loan Documents (all of the 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 be limited to an aggregate forthwith on demand pay the amount equal not so paid at the place and 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, 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 largest amount that would contrary, the Guarantor shall not render be obligated to pay more than the attorneys fees actually incurred in connection with such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorcollection.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.. Section 4.2

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and (b) no Foreign Subsidiary or any comparable provisions Affected Domestic Subsidiary shall, directly or indirectly, be a Guarantor of or pledgor to secure, the Obligations, nor shall the Equity Interests of any such Subsidiary in excess of 65% (or such greater percentage that, due to a change in an applicable state law Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (iiB) could not reasonably be expected to cause any material adverse tax consequences) of the Obligation issued and outstanding Equity Interests entitled to vote (within the meaning of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect Treas. Reg. Section 1.956-2(c)(2)) be pledged as collateral to such Guarantorsecure the Obligations.

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

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

The Guaranty. Each of The Borrower hereby unconditionally and irrevocably guarantees the Guarantors hereby jointly due and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any and performance of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Borrowing Subsidiary Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderbut not limited to, (i) the obligations due and punctual payment of each Guarantor under this Agreement principal of and interest on 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 Borrowing Subsidiary Notes, (ii) all reimbursement obligations, fees, costs or other expenses arising pursuant to any Letter of Credit issued at the Obligation request of any Borrowing Subsidiary, (iii) interest accruing upon the filing of a Guarantor bankruptcy petition by or against any Borrowing Subsidiary, at the applicable rate or rates specified herein, whether or not such interest is allowed as a claim in bankruptcy and (iv) punctual payment of all other sums now or hereafter owed by the Borrowing Subsidiaries under the Loan Documents as and when the same shall become due and according to the terms hereof and thereof. In case of failure by any Borrowing Subsidiary punctually to pay or perform any of its Borrowing Subsidiary Obligations, the Borrower shall forthwith on demand pay or perform such Borrowing Subsidiary Obligations in the currency, at the place, in the manner and with the effect otherwise specified pursuant to the terms of this Agreement. The Borrower hereby agrees that are guaranteed under its guaranty of the Borrowing Subsidiary Obligations pursuant to this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorArticle XIV is a guaranty of payment and not a guaranty of collection.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all Credit Party Obligations. If any or all of the Credit Party Obligations becomes due and payable hereunder, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent and the Lenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)Credit Party Obligations. Each Guarantor, the Guarantors will, jointly Administrative Agent and severally, promptly pay each Lender hereby confirms that it is the same, without any demand intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or notice whatsoever, and that in conveyance for the case purposes of any extension of time of payment or renewal of any of the ObligationsBankruptcy Law, the same will be promptly paid in full when due (whether at extended maturityUniform Fraudulent Conveyance Act, as a mandatory prepaymentthe Uniform Fraudulent Transfer Act or any similar foreign, by acceleration federal or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision state law to the contrary contained herein or in any other extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the Loan Documentsforegoing intention, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe Administrative Agent, (i) the Lenders and the Guarantors hereby irrevocably agree that the obligations of each 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) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantornot constituting a fraudulent transfer or conveyance.

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

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyother Guarantors, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturityGuaranteed Obligations, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderlimitation, (i) the obligations principal of and interest on each Guarantor Advance made to the Borrowers pursuant to the Credit Agreement, (ii) any Reimbursement Obligations of the Borrowers or the performance by the Borrowers of such Reimbursement Obligations, (iii) all other amounts payable by the Borrowers, the Domestic Subsidiary Guarantors and the Foreign Subsidiaries under this the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to Transaction Documents, and (iv) the largest amount that would not render such punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers, the Domestic Subsidiary Guarantors and the Foreign Subsidiaries of all of the agreements, conditions, covenants, and obligations subject to avoidance under of the Debtor Relief Laws Borrowers, the Domestic Subsidiary Guarantors and the Foreign Subsidiaries contained in the Transaction Documents. Upon failure by any Borrower, any Domestic Subsidiary Guarantor or any comparable provisions Foreign Subsidiary to pay punctually any such amount or perform such obligation, each of any applicable state law the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and (ii) in the Obligation manner specified in the Credit Agreement or the relevant Transaction Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due CHAR1\1812724v7 (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and if the Obligations would otherwise be held or any comparable provisions determined to be avoidable on account of any applicable state law the amount of such Guarantor’s liability under this Article XI, then the amount of such liability shall be automatically limited and reduced to the highest amount that is valid and enforceable and (iib) no Foreign Borrower shall guarantee the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorthe Domestic Credit Parties.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each On and after the Funding Date, each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedThe Company, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees (a) the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly when due of the Loans, including, without limitation, any and all renewals, extensions for any period, rearrangements or enlargements thereof, all interest (pre-petition or post-petition) accruing on the Loans (pre-petition or post-petition) and all indemnities, expenses and other amounts payable by the Lessor to the Agent or any Lender under the Credit Agreement, the Notes and the other Transaction Documents and (b) the punctual performance of all obligations and agreements of the Lessor to or in favor of the Agent or the Lenders under the Credit Agreement, the Notes and the other Transaction Documents (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 Agent and the Lenders and their respective successors, transferees and assigns in enforcing any rights under this Guaranty (Lessor); PROVIDED that, if the Company shall have paid the Final Rent Payment or Completion Costs Payment, as applicable, and returned the Facility to the Lessor in accordance with the terms thereof. The Guarantors hereby further agree that if any Section 16 of the Lease, the Company shall have no obligation under this Guaranty (Lessor) or otherwise to pay any portion of the principal amount of the Tranche B Loans. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Lessor to the Agent or the Lenders but for the fact that they are unenforceable or not paid in full allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Lessor. For purposes of determining when due an obligation is "due" for purposes of this Guaranty (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseLessor), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will such term shall be promptly paid in full when interpreted to mean due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision this Guaranty (Lessor) and without regard to the contrary contained herein amendment, modification or rejection of any Guaranteed Obligation in any bankruptcy or other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorreorganization proceeding.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this Agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

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

The Guaranty. Each For valuable consideration, the undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby jointly United States, any and severally guarantees all Indebtedness (defined below) to each LenderBank when due, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) now or hereafter owing from Advanced Energy Industries, Inc. ("Borrower") or any Guarantor to Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such guaranties signed by Guarantor. If multiple entities sign this Guaranty, their obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude be joint and several. If multiple entities sign this Guaranty, each entity comprising Guarantor waives any Excluded rights it has or may have under C.R.S. § 00-00-000 or § 00-00-000 (or under any corresponding future statute or rule of law in any jurisdiction) by reason of any release of fewer than all of the parties comprising Guarantor. "Indebtedness" shall mean and includes (a) any and all advances, debts, obligations and liabilities of Borrower previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, under that certain Loan Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement) among Borrower and the Bank, (b) any and all advances, debts, obligations and liabilities of Borrower or any Guarantor previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, arising under Swap Obligations and (c) obligations of Borrower or any Guarantor under any treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services, and whether the Borrower or any Guarantor may be liable individually or jointly with respect to others, or whether recovery upon such GuarantorIndebtedness may be or later becomes unenforceable.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into Bank Products or a Swap Contract Hedging Transaction with the Borrower or Treasury Management Agreement with a Loan Partyany Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretysurety (except with respect to CNL Retirement PC1 Friendship Heights MD, LP, which shall be a surety and not a primary obligor), the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. 112 Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and (b) no Foreign Subsidiary or any comparable provisions Affected Domestic Subsidiary shall, directly or indirectly, be a Guarantor of or pledgor to secure, the Obligations, nor shall the Equity Interests of any such Subsidiary in excess of 65% (or such greater percentage that, due to a change in an applicable state law Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (iiB) could not reasonably be expected to cause any material adverse tax consequences) of the Obligation issued and outstanding Equity Interests entitled to vote (within the meaning of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect Treas. Reg. Section 1.956‑2(c)(2)) be pledged as collateral to such Guarantorsecure the Obligations.

The Guaranty. Each Subject to Section 9 hereof, each of the Subsidiary Guarantors hereby jointly absolutely and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedunconditionally guarantees, as primary obligor and not as surety, the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or early termination or otherwise, and at all times thereafter) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any and performance of the Obligations are and the Rate Management Obligations, including without limitation any such Obligations or Rate Management Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, subject to the provisions of Section 9 hereof, being referred to collectively as the "GUARANTEED Obligations"). Upon failure by the Principal to pay punctually any such amount (including without limitation any Reimbursement Obligation), each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay to the Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in full when due (whether at stated maturitythe manner specified in the Credit Agreement, any Note, any Rate Management Transaction or the relevant Loan Document, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case may be. Each Subsidiary Guaranty is and shall be severally liable for payment and performance in fill of any extension of time all Guaranteed Obligations. This Guaranty is a guaranty of payment or renewal and not of any collection. Each of the Subsidiary Guarantors waives any right to require the Agent and/or the Lenders to xxx the Principal, any other Subsidiary Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension otherwise to enforce its payment against any collateral securing all or renewal. Notwithstanding any provision to the contrary contained herein or in any other part of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuaranteed Obligations.

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

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

The Guaranty. Each of the Shareholder Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, Obligations and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Shareholder Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Shareholder Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor all of the Shareholder Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the lesser of (i) the amount then in the Cash Collateral Account (as defined in that certain Cash Collateral Agreement, dated as of the date hereof (the “Cash Collateral Agreement”), by and among the Administrative Agent and the Shareholder Guarantors) in accordance with the terms of the Cash Collateral Agreement (or, if the obligations hereunder are reinstated pursuant to the provisions of Section 5 and the amounts in the Cash Collateral Account have previously been released in accordance with the terms of the Cash Collateral Agreement, the amount so released) plus all reasonable costs and expenses, including attorney’s fees, incurred by the Lender in enforcing this Agreement) or (ii) the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

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

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

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation all costs and expenses, principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under Applicable Insolvency Laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document (as such term is defined in the December 2021 Securities Purchase Agreement), whether or not a claim for post-petition interest is allowed in such proceeding under Applicable Insolvency Laws) on the Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of performance and payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partythe Borrower, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderContracts, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law, (b) prior to the time, if any, that Denver becomes a Wholly Owned Subsidiary, the liability of Denver and its Subsidiaries pursuant to this ARTICLE IV (and the Pledge Agreement) on any day shall be limited to the unpaid principal amount of the Master Intercompany Note on, and accrued and unpaid interest and fees thereunder as of, such day, (c) the liability of Los Angeles Daily News pursuant to this ARTICLE IV shall be limited to the maximum amount permitted under the Greenco Option Agreement as in effect on the Closing Date and (iid) prior to the Obligation time, if any, that the California Partnership, the York JOA, MNG/Power One Media Holding Company, Inc., the Salt Lake JOA or any of their respective Subsidiaries (including Persons which become Subsidiaries after the Closing Date pursuant to a Guarantor that are guaranteed Permitted Investment) becomes a Wholly Owned Subsidiary, such Person shall not be required to Guarantee all or any portion of the Obligations. Upon the contribution of assets by K-T to the New Salt Lake JOA (or a Subsidiary thereof) in accordance with the terms of SECTION 8.06(B) or the contribution of all or substantially all of the Capital Stock or assets of Los Angeles Daily News or Long Beach Publishing Company to the California Partnership (or a Subsidiary thereof) in accordance with the terms of SECTION 8.06(C), the Administrative Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Administrative Agent's security interest, if any, in such assets or Capital Stock (including, without limitation, amendments or terminations of UCC financing statements, if any, the return of stock certificates, if any) and the release of K-T, Los Angeles Daily News or Long Beach Publishing Company, as applicable, from all of its obligations under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorARTICLE IV and the Pledge Agreement.

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

The Guaranty. Each of the Guarantors The Parent Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Parent Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, Parent Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. The Borrower hereby guarantees any Additional Guaranteed Obligations (determined before giving effect to Sections 4.01 and 4.07) under the Guaranty. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each the Parent Guarantor and the 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) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

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

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

The Guaranty. Each For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, “Bank”), or order, in lawful money of the Guarantors hereby jointly United States, any and severally guarantees all Indebtedness of CONTINUCARE CORPORATION, a Florida corporation and CONTINUCARE MDHC, LLC, a Florida limited liability company (collectively, “Borrower”), to each LenderBank when due, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other Loan Documents guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor’s liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each For valuable consideration, each Guarantor hereby unconditionally guarantees and promises to pay promptly to the Bank, or order, in lawful money of the Guarantors hereby jointly United States, any and severally guarantees all Indebtedness of the Borrower to each Lenderthe Bank when due, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) now or hereafter owing from Borrower to the Bank. No Guarantor will be deemed to be a guarantor of any Excluded Swap Obligations Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such GuarantorSwap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of the Guarantors 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 the Guarantors under this Guaranty is exclusive of the Guarantors’ liability under any other guaranties signed by the Guarantors. Each Guarantor is jointly and severally liable. “Indebtedness” shall mean and includes any and all advances, debts, obligations and liabilities of Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, pursuant to or in connection with that certain Amended and Restated Credit Agreement (the "Credit Agreement") dated of even date herewith between the Borrower and the Bank (including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys' fees and expenses incurred by the Bank in connection with the collection or enforcement thereof), and whether the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or later becomes unenforceable. Capitalized terms used but not defined in this Guaranty have the meanings given to them in the Credit Agreement.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Creditor as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization, upon demand or otherwise, and at all times thereafter) of any and all Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Creditors, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or Secured Hedge Agreement, strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization, upon demand or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Secured Hedge Agreements or Affiliate of a Lender or Treasury Secured Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the extensions of credit hereunder, each of the Subsidiary Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Subsidiary Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with , of any and all Obligations of Borrower to the terms thereofAdministrative Agent and the Lenders. The Guarantors hereby further agree that if If any or all of the Obligations are not paid of Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, each Subsidiary Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders, on order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of collecting any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Subsidiary Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each such Subsidiary Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would is permissible under Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code). Each Subsidiary Guarantor's maximum Obligations hereunder (the "Maximum Guarantor Liability") in any case or proceeding referred to below (but only in such a case or proceeding) shall not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.be in excess of:

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of the other Loan Parties, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each LenderLender (including in its capacity as an Issuing Lender or Swing Line Bank), to each Lender or Affiliate of a Lender party that enters into a Hedging Agreement and to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of all the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or Hedging Agreements, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). This Guaranty is a guaranty of payment and not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorcollection.

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

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under Applicable Insolvency Laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document (as such term is defined in the Securities Purchase Agreement), whether or not a claim for post-petition interest is allowed in such proceeding under Applicable Insolvency Laws) on the Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedguarantees, as primary a co-obligor and not merely as surety, to the Holders, the prompt payment of all Obligations Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document, whether or not a claim for post-petition interest is allowed in such proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws) on the 2022 Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereofthereof (hereinafter, collectively, the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) in accordance with the terms of such extension or renewal. Notwithstanding any provision This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all Guaranteed Obligations with respect to such Guarantorwhenever arising.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Secured Hedge Agreements, Secured Cash Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions 104 of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations Guarantors with respect to such Guarantorobligation agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.