Common use of The Guaranty Clause in Contracts

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness or other obligations becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and any Bank Product Provider to enter into any Bank Product the other Loan Documents, and to extend credit hereunder and thereunder and in recognition including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the direct benefits foregoing being referred to be received collectively as the “Guaranteed Obligations”). Upon the failure by the Guarantors from the Extensions of Credit hereunder Borrower to pay punctually any such amount, subject to any applicable grace or notice and any Bank Productcure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees with that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor Guarantors hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of waives any and all Credit Party Obligations. If benefits and defenses under California Civil Code (“CC”) Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any or all of the indebtedness becomes due and payable hereunder Loan Documents or under any Bank Product, each Guarantor unconditionally promises thereafter ceases to pay such indebtedness to be liable. Each of the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with Guarantors hereby waives any and all reasonable expenses which benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be incurred by the Administrative Agent or the Lenders larger in collecting amount and more burdensome than that of Borrower Notwithstanding any other provision of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this AgreementGuaranty, the other Credit Documents or any Bank Product, in amount guaranteed by each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that is permissible any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)shall be taken into account.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby to unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety guarantee the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. The guaranty set forth in this Article X is continuing guaranty and is a guaranty of payment and is not merely a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider Issuing Lenders as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party ObligationsObligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the indebtedness becomes Guarantied Credit Party Obligations become due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Bank Product Issuing Lenders, the Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders, the Issuing Lenders or the Lenders Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is As used in this Article X in its most comprehensive sense and includes any and all advancesSection 9, debts, obligations and liabilities of the Borrower, including specifically all Guarantied Credit Party Obligations, arising in connection with this Agreement, the other Obligations shall include all Guarantied Credit Documents or any Bank Product, in each case, heretofore, Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code)Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Guaranteed Obligations. The If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes other instrument evidencing any and all advances, debts, obligations and liabilities liability of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and Holdings shall be and remain liable to the other Credit Documents aforesaid payees hereunder for the amount so repaid or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Each Guarantor hereby unconditionally guarantees, jointly with each other Guarantor and irrevocably jointly and severally guarantees severally, as a primary obligor and not merely as surety a surety, to each Beneficiary and its successors, transfers and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by upon acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsprincipal of, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit DocumentsMake-Whole Amount, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason if any, and interest on (including, without limitation, because interest whether or not an allowable claim, accruing after the date of filing of any applicable state petition in bankruptcy, or federal law the commencement of any bankruptcy, insolvency or similar proceeding relating to fraudulent conveyances the Company) the Notes issued, including Shelf Notes issued after the date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of the Company now or transfers) then the obligations of each such Guarantor hereunder shall be limited hereafter existing under any Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and subsequent to the maximum amount that is permissible commencement of any proceeding against or with respect to the Company under applicable law (whether federal or state and including, without limitation, any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (the “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (i) the failure by the Company to pay punctually any such amount or perform such obligation, and (ii) 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 Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Beneficiaries, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and any Bank Product Provider to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into any Bank Product Designated Interest Rate Protection Agreements and to extend credit hereunder and thereunder and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Guaranteed Creditors as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof its Obligations to the Guaranteed Creditors. If any or all of the indebtedness Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product Providersother Guaranteed Creditors, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or and the Lenders other Guaranteed Creditors in collecting any of the Credit Party Obligations. The This Holdings Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” This Holdings Guaranty is used in this Article X in its most comprehensive sense and includes any a continuing one and all advancesliabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, debtsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), obligations then and liabilities in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of any the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and Holdings shall be and remain liable to the other Credit Documents aforesaid payees hereunder for the amount so repaid or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in this Article X is a guaranty payment or on account of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and the other Credit Documents Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order to induce the Lenders to enter into this Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Secured Hedging Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, the Hedging Agreement Providers and the Bank Product Provider Cash Management Banks as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, the Cash Management Banks, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents Documents, any Secured Hedging Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, 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 Lenderssame 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 (collectively, the Bank Product Providers“Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities automatic stay under Section 362(a) of the Borrower, including specifically all Credit Party Obligations, arising in connection with this AgreementBankruptcy Code), the other Credit Documents Guarantors will, upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for any Borrower’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company) of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in this Article X is a guaranty payment or on account of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of any Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and the other Credit Documents Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product(a) Parent hereby guarantees, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety, to each Secured Creditor and their respective successors and assigns, the full and prompt payment in full when duedue (whether at stated maturity, 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 the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, any Borrower, and all other Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any Credit Document, any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Parent Guaranteed Obligations”) and (b) each Borrower hereby guarantees, as a primary obligor and not as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full when due of Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Borrower Guaranteed Obligations” and, together with the Parent Guaranteed Obligations, the “Guaranteed Obligations”). Parent hereby agrees that if any Borrower shall fail to pay in full when due (whether upon at stated maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting ) any of the Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and that in the case of any extension of time of payment or renewal of any of the Parent Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Each Borrower hereby agrees that if any Credit Party Obligations. The Guaranty set forth shall fail to pay in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes full when due (whether at stated maturity, by acceleration or otherwise) any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Borrower Guaranteed Obligations, arising such Borrower will promptly pay the same in connection with this Agreementcash, upon demand, and that in the case of any extension of time of payment or renewal of any of the Borrower Guaranteed Obligations, the other Credit Documents or any Bank Product, same will be promptly paid in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law full when due (whether federal at extended maturity, by acceleration or state and including, without limitation, otherwise) in accordance with the Bankruptcy Code)terms of such extension or renewal.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions extensions of Credit credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Loan Party Guaranty set forth in this Article X XI is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCo-Borrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Loan Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Co-Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Obligations. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, including the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Senior Managing Agents or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. (a) In order to induce the Lenders Administrative Agent, the Purchasers and the Purchaser Agents to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSellers Guaranty, each of the Guarantors hereby agrees with the Administrative Agent, on behalf of the Lenders and the Bank Product Provider Secured Parties as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Aggregate Unpaids, subject to Section 14.9 and Section 14.10 (the “Guaranteed Obligations”). If any or all of the such indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to deposit (or cause to be deposited) on demand into the Collections Account sufficient funds to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, Guaranteed Obligations together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders any other Secured Party in collecting any of the Credit Party Guaranteed Obligations, subject to Section 14.9 and Section 14.10. The Guaranty set forth in this Article X XIV is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerSellers, including specifically all Credit Party Guaranteed Obligations, arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Transaction Document, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Sellers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding ; provided, however, that the word “indebtedness” as used in this Article XIV shall not include any provision to the contrary contained herein or in any other amounts owed under clause (i) of the Credit Documents, to the extent the obligations definition of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Aggregate Unpaids.

The Guaranty. In order to induce the Lenders to enter ------------ into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally irrevocably, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Lenders. If any or all of the indebtedness of the Borrower to the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents Agreement or under any Bank ProductInterest Rate Agreement with a Lender, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions proceeds of Credit hereunder and any Bank Productthe Revolving Loans, each of the Guarantors Guarantor hereby jointly and severally agrees with the Administrative Agent, the Lenders Agents and the Bank Product Provider Banks as follows: each Guarantor hereby jointly and severally, unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to each of the Banks and each of the Agents. If any or all of the indebtedness of the Borrower to the Banks or the Agents becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises on a joint and several basis to pay such indebtedness to the Administrative AgentBanks or the Agents, as the Lenders, the Bank Product Providerscase may be, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes Section 12 to mean any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to To induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder provide the credits described herein and in recognition consideration of benefits expected to accrue to the Borrower by reason of the direct benefits to be received by Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Guarantors from the Extensions of Credit hereunder Parent and any Bank Product, each of its direct and indirect Domestic Subsidiaries, except Renaissance (individually each a "Guarantor" and collectively the Guarantors hereby agrees with the Administrative Agent"Guarantors"), the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably guarantee jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting each other holder of any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Obligations or Hedging Liability, (x) the due and punctual payment of timely payment all present and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities future indebtedness of the BorrowerBorrower evidenced by or arising out of the Loan Documents, including specifically all Credit Party including, but not limited to, the due and punctual payment of principal of and interest on the Notes, the Reimbursement Obligations, arising in connection with this Agreement, and the due and punctual payment of all other Credit Documents or any Bank Product, in each case, heretofore, now, Obligations now or hereafter made, incurred or createdowed by the Borrower under the Loan Documents as and when the same shall become due and payable, whether voluntarily at stated maturity, by acceleration or involuntarilyotherwise, absolute or contingentaccording to the terms hereof and thereof, liquidated or unliquidated, determined or undeterminedand (y) the due and punctual payment of all present and future Hedging Liability as and when the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise, according to the terms thereof, provided that the Borrower shall not be understood to be a Guarantor of any Obligations or Hedging Liability with respect to which it is the primary obligor. In case of failure by the Borrower punctually to pay any indebtedness or other Obligations guaranteed hereby (after giving effect to any applicable cure periods), each Guarantor hereby unconditionally agrees jointly and severally to make such indebtedness is from time payment or to time reduced, or extinguished cause such payment to be made punctually as and thereafter increased or incurredwhen the same shall become due and payable, whether the Borrower may be liable individually at stated maturity, by acceleration or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsotherwise, and whether or not as if such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to payment were made by the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Borrower.

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, 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 Lenderssame 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 (collectively, the Bank Product Providers“ Guaranteed Obligations ”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of any Guarantor to pay any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment Guaranteed Obligations when and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesas the same shall become due, debtswhether at stated maturity, obligations and liabilities by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreementautomatic stay under Section 362(a) of the Bankruptcy Code), the other Credit Documents Guarantors will upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for any Borrower’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, 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 Lenderssame 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 (collectively, the Bank Product Providers“Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of the Borrower to pay any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment Guaranteed Obligations when and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesas the same shall become due, debtswhether at stated maturity, obligations and liabilities by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreementautomatic stay under Section 362(a) of the Bankruptcy Code), the other Credit Documents Guarantors will upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for the Borrower’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not such indebtedness a claim is from time to time reduced, or extinguished and thereafter increased or incurred, whether allowed against the Borrower may be liable individually or jointly with others, whether or not recovery upon for such indebtedness may be or hereafter become barred by any statute of limitations, interest in the related bankruptcy case) and whether or not such indebtedness may be or hereafter become otherwise unenforceableall other Guaranteed Obligations then owed to the Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders, including, without limitation, all obligations of the Borrower under Hedging Agreements. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCredit Parties, including specifically all Credit Party Obligations, arising in connection with this Agreement, Agreement or any of the other Credit Documents Documents, Secured Hedging Agreement or any Bank ProductTreasury Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Credit Parties may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be are adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors Company hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Foreign Borrowers to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Borrower Obligations of timely payment and not of collectionthe Foreign Borrowers. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerForeign Borrowers, including specifically all Credit Party ObligationsBorrower Obligations of the Foreign Borrowers, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the applicable Foreign Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor the Company shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, federal or federal provincial law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor the Company hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions Loans and Letters of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders and all other Obligations of the Borrower and the other Credit Party ObligationsParties hereunder. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 10 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableenforceable. Notwithstanding any provision to Each Guarantor, the contrary contained herein or in any other Administrative Agent and each Lender hereby confirms that it is the intention of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then all such Persons that this Guaranty and the obligations of each such Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount that is permissible as will result in the obligations of such Guarantor under applicable law (whether federal this Guaranty not constituting a fraudulent transfer or state and including, without limitation, the Bankruptcy Code)conveyance.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Bank Product Secured Hedging Agreement and any Cash Management Agreement Provider to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, any Secured Hedging Agreement and any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders the Hedging Agreement Providers and the Bank Product Provider Cash Management Agreement Providers as follows: each Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders, the Hedging Agreement Providers and the any Cash Management Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder hereunder, under any Secured Hedging Agreement or under any Bank ProductSecured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the BorrowerBorrower arising in connection with this Credit Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductEach Guarantor, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor severally, irrevocably, absolutely and not merely as surety unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise) of (x) the unpaid principal of, of any premium, if any, and interest on the Notes issued by, and the Term Loans made to, the Borrowers under the Credit Agreement and (y) all Credit Party Obligations. If any or all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness becomes due and payable hereunder or under any Bank Product, owing by each Guarantor unconditionally promises to pay such indebtedness Borrower to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of Lender Creditors under the Credit Party Obligations. The Guaranty set forth in this Article X Agreement and each other Credit Document to which such Borrower is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason party (including, without limitation, because indemnities, Fees and interest thereon (including, in each case, any interest, fees and other amounts accruing after the commencement of any applicable state bankruptcy, insolvency, receivership or federal law relating to fraudulent conveyances similar proceeding at the rate provided for in the Credit Agreement, whether or transfers) then not such interest, fees and other amounts is an allowed claim or allowable claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the obligations of Credit Agreement and each such Guarantor hereunder shall be limited other Credit Document and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, reimbursement obligations, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each applicable Guaranteed Creditor the maximum amount that is permissible under applicable law full and prompt payment when due (whether federal at the stated maturity, by acceleration or state and includingotherwise) of all obligations (including obligations which, without limitation, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements whether or not such interest is an allowed claim in any such proceeding) owing by the Lead Borrower and/or one or more of its Subsidiaries under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement, whether now in existence or hereafter arising, and the due performance and compliance by such Borrower and such Subsidiaries with all of the terms, conditions and agreements contained in each Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”); provided, that the “Guaranteed Obligations”, with respect to any Guarantor, shall exclude any Excluded Swap Obligations with respect to such Guarantor. As used herein, the term “Guaranteed Party” shall mean each Borrower and/or each Restricted Subsidiary thereof party to any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement with the applicable Guaranteed Creditor. Each Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, any Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding anything herein or in any other Credit Document to the contrary, the Guaranty provided hereunder is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and under any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law, including, without limitation, the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act (Quebec) or any other applicable state state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy CodeCode and the Companies Act (Quebec)).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductLoans made hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, any of the other Credit Documents or and any Bank Productof the ELLF Operative Agreements, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and Agreement, any Hedge Bank Product Provider to enter into any Secured Hedge Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, any Secured Hedge Agreement and any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, each such Hedge Bank and the each such Cash Management Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder hereunder, under any Secured Hedge Agreement or under any Bank ProductSecured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersLenders and each other Secured Party, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Secured Obligations. The Guaranty set forth in this Article X XIII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Secured Obligations, arising in connection with this Agreement, the other Credit Documents Loan Documents, any Secured Hedge Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Senior Managing Agents or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Agent and the Note Purchasers to enter into this Agreement and with the Issuer Related Parties, including without limitation, the Issuer, or any Bank Product Provider to enter into any Bank Product of its Subsidiaries and to extend credit hereunder and thereunder hereunder, and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductNotes purchased hereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Agent and the Bank Product Provider Note Purchasers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment and performance when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Issuer to the Administrative Agent, and to the Note Purchasers. If any or all of the indebtedness of the Issuer to the Administrative Agent and to the Note Purchasers becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent for the Lenders, account of the Bank Product ProvidersNote Purchasers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, or the Lenders Note Purchasers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “indebtedness” is used in this Article X Section 15.1 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerIssuer, including specifically all Credit Party Obligations, arising in connection with this Agreement, the Notes, the DIP Order or the other Credit Documents or any Bank ProductFinancing Agreements, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Issuer may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. The Guaranty set forth in this Section 15.1 is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit DocumentsFinancing Agreements, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Law (whether federal or state law and including, without limitation, the United States Bankruptcy Code).

The Guaranty. (a) In order to induce the Lenders Administrative Agent, the Purchasers and the Purchaser Agents to enter into this Agreement and any Bank Product Provider Hedge Counterparty to enter into any Bank Product and to extend credit hereunder and thereunder Hedge Transaction and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductBorrower Guaranty, each of the Guarantors Guarantor hereby agrees with the Administrative Agent, on behalf of the Lenders and the Bank Product Provider Secured Parties as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Aggregate Unpaids (the “Guaranteed Obligations”). If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to deposit (or cause to be deposited) into the Collections Account sufficient funds to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, Guaranteed Obligations together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders any other Secured Party in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X XIV is a guaranty of timely payment and not of collection. The word “indebtedness” is 158 used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Guaranteed Obligations, arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Transaction Document, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor of the Guarantors hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement with a Hedging Agreement 84 Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders including, without limitation, the Credit Party Obligations. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, Agreement and the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If 115 any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: (x) each Domestic Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations and (y) each Foreign Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Foreign Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Domestic Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. If any or all of the indebtedness of the Foreign Credit Parties becomes due and payable hereunder or under any Bank Product, each Foreign Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 160 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or 110 under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the U.S. Guarantors from the Extensions of Credit hereunder and under any Bank ProductSecured Hedging Agreement, each of the U.S. Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such U.S. Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Company to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each U.S. Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Secured Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Obligations of timely payment and not of collectionthe Company. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCompany, including specifically all Credit Party ObligationsObligations of the Company, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Company may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred 131 by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a U.S. Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, federal or federal provincial law relating to fraudulent conveyances or transfers) then the obligations of each such U.S. Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Secured Hedging Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, the Hedging Agreement Providers and the Bank Product Provider Cash Management Banks as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, the Cash Management Banks, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents Documents, any Secured Hedging Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or 134 unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Bank Product Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank Product, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to To induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder provide the credits described herein and in recognition consideration of benefits expected to accrue to the Credit Parties by reason of the direct benefits to be received by Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Guarantors from the Extensions of Credit hereunder Parent and any Bank Product, each of its direct and indirect Domestic Subsidiaries (individually each a “Guarantor” and collectively the Guarantors hereby agrees with the Administrative Agent“Guarantors”), the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably guarantee jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting each other holder of any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Obligations or Hedging Liability, (x) the due and punctual payment of timely payment all present and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such future indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Parties evidenced by or arising out of the Loan Documents, including, but not limited to, the due and punctual payment of principal of and interest on the Notes, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by either Credit Party under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration or otherwise, according to the extent terms hereof and thereof, and (y) the obligations due and punctual payment of all present and future Hedging Liability as and when the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise, according to the terms thereof, provided that neither Credit Party shall be understood to be a Guarantor shall be adjudicated of any Obligations or Hedging Liability with respect to which it is the primary obligor. In case of failure by any Credit Party punctually to pay any indebtedness or other Obligations guaranteed hereby (after giving effect to any applicable cure periods), each Guarantor hereby unconditionally agrees jointly and severally to make such payment or to cause such payment to be invalid made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration or unenforceable for any reason (includingotherwise, without limitation, because of any and as if such payment were made by the applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Credit Party.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Canadian Agent, the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law, including without limitation the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act (Quebec) or any other applicable state state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy CodeCode and the Companies Act (Quebec)).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Secured Hedging Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, under any Secured Hedging Agreement and under any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement or under any Secured Cash Management Agreements, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Hedging Agreement Providers, the Cash Management Banks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents Documents, any Secured Cash Management Agreement or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become becomes otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any the provisions of applicable state state, provincial, or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial, and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Company hereby agrees with the Administrative Agent, the Lenders Agent and the Bank Product Provider Banks as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of each Borrowing Subsidiary to the Agent or the Banks. If any or all of the indebtedness of a Borrowing Subsidiary to the Agent or the Banks becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Agent or their respective order, Banks on demand. The word "indebtedness" as used in this Section 11 includes, together with without limitation, any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesLoans, debtsfees, expenses, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, each Borrowing Subsidiary arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarilyinvolun- tarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter there after increased or incurred, whether the Borrower such Borrowing Subsidiary may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Collateral Agent and the Bank Product Provider Lenders as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Collateral Agent and/or the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Collateral Agent the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Collateral Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors and the Obligated Foreign Subsidiaries from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors and each of the Obligated Foreign Subsidiaries hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor and Obligated Foreign Subsidiary hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor and Obligated Foreign Subsidiary unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor or a Obligated Foreign Subsidiary shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor or Obligated Foreign Subsidiary hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Company hereby agrees with the Administrative Agent, the Lenders Agent and the Bank Product Provider Banks as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of each Borrowing Subsidiary to the Agent or the Banks. If any or all of the indebtedness of a Borrowing Subsidiary to the Agent or the Banks becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Agent or their respective order, Banks on demand. The word "indebtedness" as used in this Section 11 includes, together with without limitation, any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesLoans, debtsfees, expenses, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, each Borrowing Subsidiary arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower such Borrowing Subsidiary may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order Each Guarantor hereby irrevocably and unconditionally guarantees to induce each holder from time to time of any of the Lenders to enter into this Agreement Notes, the due and punctual payment in full of (i) the principal of, the Yield-Maintenance Amount, if any, and interest on, and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agentother amounts due under, the Lenders Notes when and as the Bank Product Provider as follows: each Guarantor hereby unconditionally same shall become due and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, payable (whether upon maturity, at stated maturity or by required or optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all Credit Party Obligations. If any or all provisions of the indebtedness becomes due Note Agreement and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay the Notes (all such indebtedness to obligations described in clauses (i) and (ii) above are herein called the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party "Guaranteed Obligations"). The Guaranty set forth guaranty in this Article X the preceding sentence is a an absolute, present and continuing guaranty of timely payment and not of collectioncollectibility and is in no way conditional or contingent upon any attempt to collect from the Company or upon any other action, occurrence or circumstance whatsoever. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes In the event that the Company shall fail so to pay any and all advancesof such Guaranteed Obligations, debts, obligations and liabilities each Guarantor agrees to pay the same when due to the holders of the BorrowerNotes entitled thereto, including specifically all Credit Party Obligationswithout demand, arising presentment, protest or notice of any kind, in the specified Available Currency, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of principal of, Yield-Maintenance Amount, if any, or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor hereby agrees that the Notes issued in connection with the Note Agreement may make reference to this guaranty. Each Guarantor hereby agrees to pay and to indemnify and save the holders of the Notes harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by any Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the other Credit Documents Notes or the Note Agreement, together with all expenses resulting from the compromise or defense of any Bank Product, in each case, heretofore, now, claims or hereafter made, incurred liabilities arising as a result of any such breach or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsdefault, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding (ii) any provision legal action commenced to challenge the contrary contained herein or in any other validity of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitationthis Guaranty Agreement, the Bankruptcy Code)Notes or the Note Agreement.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Each Guarantor hereby unconditionally irrevocably and irrevocably unconditionally, and jointly and severally guarantees with each other Guarantor, guarantees, as primary obligor and not merely for its own debt, until final and indefeasible payment has been made, the due and punctual payment of the principal and interest of, and premium or Make-Whole Amount, if any, on all Notes at any time outstanding and the due and punctual payment of all moneys payable, and all other indebtedness owing, by the Company under the Note Purchase Agreement and all other documents contemplated thereby (collectively, the "Indebtedness") in each case when and as surety the full same shall become due and prompt payment when duepayable, whether upon at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise, all in accordance with the terms and provisions thereof; it being the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection. Each Guarantor hereby further unconditionally, jointly and severally with each other Guarantor, guarantees the punctual and faithful performance, keeping, observance and fulfillment by the Company of all duties, agreements, covenants and obligations of the Company contained in the Notes, in the Note Purchase Agreement and the other documents to which it is a party. In the event the Company fails to make, on or before the due date thereof, any payment to be made of any and all Credit Party Obligations. If principal amount of, or interest, premium or Make-Whole Amount (if any) on, or in respect of, the Notes or of any other amounts due under the Notes, the Note Purchase Agreement or all the other documents to which the Company is a party, or if the Company shall fail to perform, keep, observe or fulfill any such obligation as aforesaid in the manner provided in any one or more of the indebtedness becomes due and payable hereunder Notes, the Note Purchase Agreement or under any Bank Productsuch other documents, each Guarantor unconditionally promises shall cause forthwith to pay be paid the moneys or to be performed, kept, observed or fulfilled each of said obligations in respect of which such indebtedness to failure has occurred as if such payment or performance, as the Administrative Agentcase may be, were being made under the Notes, the LendersNote Purchase Agreement or such other documents, as appropriate. Each Guarantor does hereby waive: notice of acceptance hereof; notice of any purchase of Notes issued under the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Note Purchase Agreement or the Lenders in collecting any extension of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is credit from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred given by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision Purchaser to the contrary contained herein Company and the creation, existence or acquisition of any of the Indebtedness; notice of the amount of the Indebtedness, subject, however, to each Guarantor's right to make inquiry of the Purchasers to ascertain the amount of the Indebtedness at any reasonable time; notice of adverse change in the financial condition of the Company or of any other fact which might increase any Guarantor's risk; notice of the Credit Documentspresentment for payment, demand, protest and notice thereof as to the extent the obligations Notes or any other instrument; notice of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingdefault; all defenses, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).offsets and

The Guaranty. Each of (a) the TEPPCO Guarantors hereby irrevocably, unconditionally and jointly and severally guarantees to each holder from time to time of any of the Notes, the TEPPCO Pro Rata Portion and (b) Marathon hereby irrevocably and unconditionally guarantees to each holder from time to time of any of the Notes, the Marathon Pro Rata Portion, of (i) the due and punctual payment in full of the principal of, Yield-Maintenance Amount or Breakage Cost Obligations, if any, interest and all other amounts due under the Notes from time to time outstanding, when and as the same shall become due and payable, whether at stated maturity or by required or optional prepayment or purchase, by acceleration or otherwise (including interest due on overdue payments of principal, Yield-Maintenance Amount or Breakage Cost Obligations, if any, or interest at the rate set forth in the Notes or any other amounts due thereunder) which may become due under the terms and provisions of the Notes or the Shelf Agreement, and (ii) the full and prompt payment of all other obligations and liabilities of the Company under the Shelf Agreement or under any other Shelf Documents (collectively, the “Note Documents”) (all such obligations, covenants, conditions and agreements described in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In order the event that the Company shall fail so to induce pay any of such Guaranteed Obligations, each of Marathon, on one hand, and the Lenders TEPPCO Guarantors, on the other hand, severally (but not jointly) agrees to enter into this Agreement pay their respective Pro Rata Portion of the same when due to the holders of the Notes entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Shelf Agreement. Each default in payment of principal of, Yield-Maintenance Amount or Breakage Cost Obligations, if any, or interest or any Bank Product Provider other amounts due on any Note shall give rise to enter into any Bank Product and to extend credit a separate cause of action hereunder and thereunder and in recognition separate suits may be brought hereunder as each cause of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each action arises. Each of the Guarantors hereby agrees with that the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising Notes issued in connection with the Shelf Agreement may make reference to this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableguaranty. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit DocumentsGuarantors hereby agrees, to the extent of its applicable Pro Rata Portion, to pay and to indemnify and save the holders of the Notes harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by such Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Shelf Agreement or any other Note Document, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity of this Guaranty Agreement, the Notes, the Shelf Agreement or any other Note Document. Notwithstanding any other provision of this Guaranty Agreement to the contrary, all obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to TEPPCO Guarantors under this Guaranty Agreement are joint and several as among the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)TEPPCO Guarantors.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Productincluding, without limitation, Hedging Obligations permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any 111 statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable and documented out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Administrative Agent, the Issuing Banks and the Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors GWR from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, GWR hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor GWR hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrowers (other than GWR) to the Guaranteed Creditors under this Agreement and the other Credit Party ObligationsDocuments and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Borrowers (other than GWR) to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each Guarantor GWR unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrowers arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductAdvances hereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Borrower Obligations hereunder and under the other Loan Documents. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Borrower Obligations. The Guaranty set forth in this Article X VIII is a guaranty of timely payment when due and not of collection. The word “indebtedness” is used in this Article X VIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Borrower Obligations, arising in connection with this Agreement, Agreement or the other Credit Documents or any Bank ProductLoan Documents, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become becomes otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Banks under this Agreement and the other Credit Party ObligationsDocuments and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank or an affiliate of a Bank with the Borrower. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 12 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank Productor an affiliate of the Bank, in each case, heretofore, 77 now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Company, the Guarantors and the Obligated Foreign Subsidiaries from the Extensions of Credit hereunder and any Bank Product, the Company, each of the Guarantors and each of the Obligated Foreign Subsidiaries hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: (a) each Guarantor and Obligated Foreign Subsidiary hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party ObligationsObligations and (b) the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations of the U.K. Borrower. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, the Company, each Guarantor and each Obligated Foreign Subsidiary unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of the Company, a Guarantor or a Obligated Foreign Subsidiary shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Company, such Guarantor or such Obligated Foreign Subsidiary hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of 91 97 Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Productincluding, without limitation, Hedging Agreements, including, without limitation, Hedging Agreements permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Each Guarantor hereby unconditionally guarantees to each Lender and irrevocably jointly and severally guarantees Administrative Agent as hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises 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 (collectively, the “Guaranteed Obligations”). Subject to pay such indebtedness Section 10.6 and the last sentence of this Section 10.1 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which Administrative Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will, upon demand pay, or cause to be paid, in cash, to Administrative Agent, Agent for the ratable benefit of the Lenders, an amount equal to the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any sum of the Credit Party unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not a claim is allowed against Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished Administrative Agent and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableLenders as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Financing Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Financing Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

The Guaranty. In As used in this Guaranty, the term Obligations or Obligation means, collectively, the following: any and all indebtedness, liabilities and sums of money now or hereafter due and owing by Principal to PSI and/or PJM pursuant to, or arising under, the Governing Documents, including (without limitation) all scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PJM and/or PSI; any and all interest and out-of-pocket expenses (including reasonable attorneys’ fees) now or hereafter due and owing by Principal pursuant to the Governing Documents, in each instance whether or not allowed under any Debtor Relief Law (including all post-petition interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Principal, whether or not allowed in such proceeding), and all other amounts that would be part of the Obligations but for the operation of Debtor Relief Laws; all assessments and other amounts required to be paid by Principal to PSI and/or PJM in order to induce maintain the Lenders ability to enter into this Agreement conduct business with PJM and/or PSI notwithstanding the continuing right of Principal to dispute, contest or pursue rights of setoff of such assessments and any Bank Product Provider other amounts pursuant to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition the alternative dispute resolution provisions of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder Governing Documents; and any Bank Productall reasonable costs, each of the Guarantors hereby agrees expenses and fees, including, without limitation, court costs and attorneys’ fees, arising in connection with the Administrative Agentcollection of any or all amounts, the Lenders indebtedness, obligations and the Bank Product Provider as follows: each liabilities of Principal to PSI and/or PJM described in clauses (a) through (c) above Each Guarantor hereby absolutely, unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness PSI pursuant to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by arising under the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerGoverning Documents, including specifically (without limitation) all Credit Party Obligationsscheduling, arising in connection with this Agreementoperating, the other Credit Documents or any Bank Productplanning, in each casereliability, heretoforecredit and settlement policies, nowrules, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is guidelines and procedures established from time to time reducedby PSI or PJM, the due, prompt and complete payment of all Obligations regardless of Principal’s ability or extinguished and thereafter increased or incurredwillingness to pay, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision in regard to the contrary contained herein Governing Documents (or in any other of the Credit Documentssuccessor agreements), to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason including fees, costs, expenses (including, without limitation, because reasonable fees and expenses of counsel incurred by PSI in enforcing any rights under this Guaranty, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise including monetary debts or commitments incurred during the pendency of any applicable state bankruptcy, insolvency, receivership, or federal law relating to fraudulent conveyances other similar proceeding, regardless of whether allowed or transfers) then the obligations of each allowable in such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)proceeding.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).. 140

The Guaranty. In order to To induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the such indebtedness becomes due and payable hereunder or under any Bank ProductProduct with a Bank Product Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Bank Product Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X Section in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors under the Credit Documents, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductProduct with a Bank Product Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrowers to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrowers to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the 108 Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionsuch indebtedness. The word “"indebtedness” " is used in this Article X XIII in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the BorrowerBorrowers arising under any Credit Document, including specifically all Credit Party Obligationsincluding, arising in connection with this Agreementwithout limitation, the other Credit Documents or any Bank ProductHedging Agreements permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the either Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Loan Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductGuaranteed Hedging Agreement, each of the Guarantors Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Guaranteed Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Guaranteed Parties in collecting any of the Credit Loan Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section 9 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Loan Agreement, the other Credit Loan Documents or any Bank ProductGuaranteed Hedging Agreement, including specifically all Loan Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Codebankruptcy laws).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Administrative Agent, the Issuing Banks and the Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrowers to the Guaranteed Creditors under this Agreement and the other Credit Party ObligationsDocuments and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 12 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrowers arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to induce the Lenders pay promptly to enter into this Agreement Bank of America, N.A., its subsidiaries and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and affiliates (collectively, “Bank”), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of Xxxxxx Corporation (“Borrower”) to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, 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 Bank. No Guarantor will be deemed to be a guarantor of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness Swap Obligation to the Administrative Agent, extent that such Guarantor is not an Eligible Contract Participant at the Lenders, the Bank Product Providers, or their respective order, on demand, together time such guaranty becomes effective with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty respect to such Swap Obligations as set forth in this Article X is a guaranty of timely payment and not of collectionthe Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The word liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If multiple entities sign or later join this Guaranty, their obligations under this Guaranty shall be joint and several “indebtednessIndebtedness” is used in this Article X in its most comprehensive sense shall mean and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Productof them, in each casepreviously, heretofore, now, now or hereafter later made, incurred or created, whether voluntarily voluntary or involuntarilyinvoluntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including Swap Obligations and obligations under any deposit, treasury management or other similar transaction or arrangement, and whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether any of the Borrower Borrowers may be liable individually or jointly with others, or whether or not recovery upon such indebtedness Indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise later becomes unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors each Guarantor from the Extensions proceeds of Credit hereunder the Loans and any Bank Productthe issuance of the Letters of Credit, each of the Guarantors Guarantor hereby agrees with the Administrative AgentBanks as follows (for purposes of this Section 13, the Lenders Guarantor shall mean PXI and the Bank Product Provider as follows: Xtra): each Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on -107- 114 demand, together with any and all reasonable expenses which may be incurred by the Administrative any Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Lender to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder hereunder, and in recognition of the direct benefits to be received by the Guarantors Credit Parties from the Extensions proceeds of Credit hereunder and any Bank Productthe Loans and/or the issuance of the Letters of Credit, each of the Guarantors Parent, BAC, BEC, BAPC, Xxxxxxx U.K., Xxxxxxx (UK), Acrotec UK, Xxxxxxx Globaltec, Xxxxxxx Jimek, Xxxxxxx IVT, Xxxxxxx Sweden, Xxxxxxx Germany, Xxxxxxx Graphic and Xxxxxxx Japan hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor Each of Parent, BAC, BEC, BAPC, Xxxxxxx U.K., Xxxxxxx (UK), Acrotec UK, Xxxxxxx Globaltec, Xxxxxxx Jimek, Xxxxxxx IVT, Xxxxxxx Sweden, Xxxxxxx Germany, Xxxxxxx Graphic and Xxxxxxx Japan hereby unconditionally and irrevocably irrevocably, jointly and severally severally, as a Guarantor, guarantees as primary obligor and not merely as surety (subject to the limitations set forth in Section 14 below) the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party ObligationsObligations of the Borrower. If any or all of the indebtedness Obligations of Borrower to the Lender becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor of the Guarantors unconditionally promises (subject to the limitations set forth in Section 14 below) to pay such indebtedness Guaranteed Obligations to the Administrative Agent, the Lenders, the Bank Product ProvidersLender, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Lender in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is This guaranty constitutes a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense , and includes any and applies to all advances, debts, obligations and liabilities Obligations of the Borrower, including specifically all Credit Party Obligations, Parties arising in connection with this Agreement, Agreement and the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is Guaranteed Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Credit Parties may be liable individually or jointly with others, whether or not recovery upon such indebtedness Guaranteed Obligations may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness Guaranteed Obligations may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and Agreement, any Hedge Bank Product Provider to enter into any Secured Hedge Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, any Secured Hedge Agreement and any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, each such Hedge Bank and the each such Cash Management Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder hereunder, under any Secured Hedge Agreement or under any Bank ProductSecured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersLenders and each other Secured Party, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Secured Obligations. The Guaranty set forth in this Article X XIII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Secured Obligations, arising in connection with this Agreement, the other Credit Documents Loan Documents, any Secured Hedge Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) ), then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Secured Creditors as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Banks under this Agreement and the other Credit Party ObligationsDocuments and under each Interest Rate Protection or Other Hedging Agreement. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersSecured Creditors, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection or Other Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks to enter into this ------------ Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Banks under this Agreement and the other Credit Party ObligationsDocuments and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank or an affiliate of a Bank with the Borrower. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank Productor an affiliate of the Bank, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, 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 Lenderssame 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 (collectively, the Bank Product Providers“Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities automatic stay under Section 362(a) of the Borrower, including specifically all Credit Party Obligations, arising in connection with this AgreementBankruptcy Code), the other Credit Documents Guarantors will, upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for Xxxxxxxx’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Productincluding, without limitation, Hedging Obligations permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 122 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 137 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. (a) In order to induce Agent, the Lenders Note Purchaser and the Trustee to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductBorrower Guaranty, each of the Guarantors Guarantor hereby agrees with the Administrative AgentAgent and Trustee, on behalf of the Lenders and the Bank Product Provider Secured Parties as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations (the “Guaranteed Obligations”). If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to deposit (or cause to be deposited) into the Collection Account sufficient funds to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, Guaranteed Obligations together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, Trustee or the Lenders any other Secured Party in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X XII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Guaranteed Obligations, arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Transaction Document, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Administrative Agent and the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors each Subsidiary Guarantor from the Extensions proceeds of Credit hereunder and any Bank Productthe Loans, each of the Guarantors Subsidiary Guarantor hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each that such Subsidiary Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally severally, guarantees as primary obligor and not merely as surety the full and prompt payment and performance by the Borrower when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party of (i) the Obligations of the Borrower and the other Subsidiary Guarantors and (ii) all other amounts, obligations, covenants and duties owing by the Borrower and the other Subsidiary Guarantors to the Administrative Agent, any Lender, any Affiliate of any of them or any Indemnified Party, of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under each Hedging Contract that is a Loan Document (collectively, the “Guaranteed Obligations”). If any or all of the indebtedness becomes Guaranteed Obligations become due and payable hereunder or under any Bank Producthereunder, each Guarantor Subsidiary Guarantor, jointly and severally, unconditionally promises to pay such indebtedness Guaranteed Obligations to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Notwithstanding the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreementforegoing, the other Credit Documents or liability of Pliant Toronto hereunder shall be limited to an amount equal to the sum of (i) all amounts referred to in Section 3.3(a) paid to the Prepetition Foreign Working Capital Lenders from the proceeds of any Bank Product, in each case, heretofore, now, or hereafter made, incurred or createdForeign Debt Draw, whether voluntarily paid directly or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not indirectly to such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsPrepetition Foreign Working Capital Lenders, and whether owed by Pliant Toronto or not such indebtedness may be any other Loan Party or hereafter become otherwise unenforceable. Notwithstanding Subsidiary of any provision Loan Party, (ii) all amounts referred to in Section 3.3(c) paid to the contrary contained herein Prepetition Fixed Asset Lenders from the proceeds of any Foreign Debt Draw, whether paid directly or in indirectly to such Prepetition Fixed Asset Lenders, and whether owed directly by Pliant Toronto or by any other Loan Party or Subsidiary of any Loan Party, (iii) without duplication of the Credit Documentsamounts described in subparagraphs (i) and (ii) above, to the extent amount of all intercompany loans, advances or other transfers of funds or property from the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason Borrower (including, without limitation, because proceeds from the Loans or as a result of the Loan Parties’ cash management system or for goods sold or services provided on credit by the Borrower or other intercompany benefits) to Pliant Toronto on or after the Closing Date, and (iv) interest on the foregoing amounts calculated in accordance with the terms of this Agreement based on the rate of interest applicable to Base Rate Loans under the Agreement, inclusive, together with costs and expenses that may be incurred by the Administrative Agent or any applicable state or federal law relating of the Lenders from time to fraudulent conveyances or transfers) then time in enforcing the obligations of each such Guarantor hereunder shall be limited Guaranty and the security granted by Pliant Toronto pursuant to the maximum amount that is permissible under applicable law (whether federal or state this Agreement and including, without limitation, the Bankruptcy Code)any other Loan Documents.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductGuaranteed Hedging Agreement, each of the Guarantors Guarantor hereby agrees with the Administrative AgentAgents, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agents, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Guaranteed Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Guaranteed Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section 9 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductGuaranteed Hedging Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and under any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably Subject to the provisions of Section 10.2(a), the Guarantors jointly and severally guarantees as primary obligor hereby irrevocably and not merely as surety unconditionally guarantee to the Lenders the due and punctual payment in full and prompt payment of all Credit Party Obligations when the same shall become due, whether upon at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) (collectively, the “Guaranteed Obligations”, and such guarantee, the “Guaranty”). The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any and all Credit Party Obligations. If other right which the Lenders or the Administrative Agent may have at law or in equity against any or all Guarantor by virtue hereof, that upon the failure of the indebtedness becomes due and payable hereunder Borrower or under any Bank Product, each Guarantor unconditionally promises other Loan Party to pay such indebtedness any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent, an amount equal to the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any sum of the Credit Party unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to the Borrower or such other Loan Party, would have accrued on such Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not a claim is allowed against the Borrower or such indebtedness is other Loan Party for such interest in the related bankruptcy proceeding) and all other Guaranteed Obligations then due and owing to the Lenders as aforesaid. All such payments shall be applied promptly from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly in accordance with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)this Agreement.

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions proceeds of Credit hereunder the Loans and any Bank Productthe issuance of the Letters of Credit, each of the Guarantors Guarantor hereby jointly and severally agrees with the Administrative Agent, the Lenders Agents and the Bank Product Provider Banks as follows: each Guarantor hereby jointly and severally, unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to each of the Banks and each of the Agents. If any or all of the indebtedness of the Borrower to the Banks or the Agents becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises on a joint and several basis to pay such indebtedness to the Administrative AgentBanks or the Agents, as the Lenders, the Bank Product Providerscase may be, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to To induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Bank Product Providers under the Credit Party ObligationsDocuments. If any or all of the such indebtedness becomes due and payable hereunder or under any Bank ProductProduct with a Bank Product Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Bank Product Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors under the Credit Documents, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductProduct with a Bank Product Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or 95 jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)). If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)) becomes due and payable hereunder or under any Bank ProductHedging Agreement permitted by Section 6.1(d), each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgent and the Lenders (or such Affiliate of a Lender, the Lenders, the Bank Product Providersas applicable), or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement executed in connection herewith, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. 101 Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each The Guarantor hereby unconditionally unconditionally, absolutely and irrevocably jointly and severally guarantees as primary obligor and not merely as surety to the Lender the full and prompt payment when duepunctual payment, whether upon maturityperformance and discharge of all Liabilities of the Borrower to the Lender, by acceleration or otherwisewhenever and however arising. As used herein, of "LIABILITIES" means any and all Credit Party Obligations. If any or all indebtedness, liabilities and obligations of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness Borrower to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any Lender of every kind and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or createddescription, whether voluntarily direct or involuntarilyindirect, primary or secondary, absolute or contingent, liquidated joint, several or unliquidatedjoint and several, determined due or undeterminedto become due by their terms or by acceleration, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be now existing or hereafter become barred by any statute of limitationsarising or acquired, and whether created directly or acquired by assignment, purchase or otherwise by the Lender, including, but not such indebtedness limited to, all Liabilities arising under the Credit Agreement, the Notes and the other Loan Documents (as defined below), or by whatever agreement or instrument they may be evidenced or hereafter become otherwise unenforceable. Notwithstanding whether evidenced by any provision to the contrary contained herein agreement or in any other of the Credit Documentsinstrument, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingand all extensions, renewals and substitutions therefor, and further including without limitation, because all reasonable costs, expenses and attorneys' and other professionals' fees incurred in the collection of said Liabilities and in any litigation arising from any of the Liabilities or this Guaranty or in the defense, protection, preservation, realization or enforcement of any applicable state rights, liens or federal law relating remedies against the Borrower or in the defense, protection, preservation, realization and enforcement of any rights, liens or remedies against the Guarantor under this Guaranty or otherwise. This Guaranty shall apply to fraudulent conveyances any loan or transfersother financial accommodation the Lender may provide to the Borrower (whether as a debtor-in-possession or otherwise) then in any bankruptcy proceeding, whether such accommodation is voluntary, by court order, or otherwise, and the obligations Liabilities shall include any such accommodations as fully as if they had been made outside of each bankruptcy, and shall include all pre- and post-bankruptcy interest and other charges notwithstanding that such Guarantor interest and charges may not be provable or recoverable against the Borrower or its estate. Each and every payment obligation or liability guaranteed hereunder shall give rise to a separate cause of action, and separate suits may but need not be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)brought hereunder as each cause of action arises.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableenforceable. Notwithstanding any provision to Each Guarantor, the contrary contained herein or in any other Administrative Agent and each Lender hereby confirms that it is the intention of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then all such Persons that this Guaranty and the obligations of each such Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount that is permissible as will result in the obligations of such Guarantor under applicable law (whether federal this Guaranty not constituting a fraudulent transfer or state and including, without limitation, the Bankruptcy Code)conveyance.

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors each Guarantor from the Extensions proceeds of Credit hereunder the Loans and any Bank Productthe issuance of the Letters of Credit, each of the Guarantors Guarantor hereby agrees with the Administrative AgentBanks as follows (for purposes of this Section 13, the Lenders Guarantor shall mean PXI and the Bank Product Provider as follows: Xtra): each Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally severally, guarantees as primary obligor obliger and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative any Agent or the Lenders Banks in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductLoans hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders and all other Obligations of the Borrower and the other Credit Party ObligationsParties hereunder. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 10 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).